Common use of Representations and Warranties of Subscriber Clause in Contracts

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Corporation that: a. No offer, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such delivery.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants that: (a) it has the full legal right and power and all authority and approval required to execute, deliver and perform its obligations under this Agreement; (b) it is acquiring the Corporation that: a. No offerSecurities solely for its own account, offer to sell, offer for sale, present investment and not with a view toward resale or prospect of sale was made to other distribution within the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs meaning of the CorporationSecurities Act of 1933, as amended (ii) has not been furnished any offering literature or prospectus relating to the offering “Securities Act”), in violation of the StockSecurities Act; provided, other than however, that by making the financial reports representations herein, Subscriber does not agree to hold any of the Corporation, Securities for any minimum or other specific term and (iii) has been furnished with all information including an adequate opportunity Subscriber reserves the right to ask any questions of officers dispose of the Corporation concerning Securities at any time in accordance with or pursuant to a registration statement or an exemption under the StockSecurities Act; (c) it is an “accredited investor,” within the meaning of Rule 501(a) of Regulation D under the Securities Act; (d) it, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, either alone or the Subscriber's Representative or Financial Advisortogether its representatives, has such knowledge knowledge, sophistication and experience in business, financial and business investment matters to evaluate the merits and risks that it is capable of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including Securities, and has so evaluated the potential tax consequences merits and risk of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to ; (e) it understands that it must bear the economic risk of an this investment in the CorporationSecurities indefinitely, can afford and is able to hold the Stock for an indefinite period bear such risk and can is able to afford a complete loss of such investment; (f) it has received and reviewed the investment Offering Materials and has been afforded the opportunity to ask questions of, and receive answers from representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Corporation for which Securities and to obtain any additional information necessary to verify the accuracy of any information provided by the Company, and in general had access to all information about the Company it deemed necessary to make an informed investment decision with respect to the purchase of the Securities. The Subscriber is hereby subscribing; f. Subscriber recognizes further represents and warrants that it is a speculative venture; g. Subscriber understands that (i) no state has consulted with such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or federal government authority has made any finding or determination relating to the fairness for investment appropriate in connection with its purchase of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such deliverySecurities.

Representations and Warranties of Subscriber. In connection with this subscription for Units, the Subscriber hereby represents and warrants to the Corporation that:Company as provided in this Section 3. It is understood that the Company will rely upon these representations and warranties in accepting this Agreement and that such representations and warranties will survive delivery and acceptance of this Agreement. a. No offer(a) The Subscriber has received copies of the Company's filings with the Securities and Exchange Commission (the "Commission") which outline the terms of the Common Stock underlying the Units, offer has reviewed the same and consents to sellall of the conditions and terms described therein. (b) The Subscriber acknowledges that he has received copies of or has been afforded the opportunity to examine and copy all desired documents, offer for sale, or prospect of sale was made books and records relating to the Company. The Subscriber by means of general solicitation or general advertising, and the Subscriber acknowledges that: (i) is familiar with he has received and read the business and affairs of the CorporationCompany's Commission filings, (ii) has not been furnished any offering literature he understands the information included therein, (iii) he is aware that there are economic variables and risks that could adversely affect an investment in the Units, (iv) he, or prospectus his business, tax and legal advisers, if any, have reviewed the documents and information relating to his subscription for the Units and they have advised him as to the merits of the Units, (v) he, or his advisers, have had ready access to any and all documents which the Subscriber or they deem relevant to the purchase of such Units and no requested information, oral or written, has been withheld, (vi) the Company has made available to the Subscriber, during the course of the transaction and prior to sale, the opportunity to ask questions of, and receive answers from, the Company or any person acting on its behalf concerning the terms and conditions of this offering of Units and the StockCompany, other than and to obtain any additional information, to the financial reports of extent the CorporationCompany possesses such information or can acquire it without unreasonable effort or expense, (vii) he has relied primarily on independent analysis to make an investment decision with respect to the Units, and (iiiviii) he has been furnished with all information including an adequate opportunity to ask not relied on any questions of officers representations or warranties other than as set forth herein or in the terms of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision;Units. b. Subscriber, or (c) The Subscriber understands that (i) in reliance upon the Subscriber's Representative representations, neither the Units, nor the underlying shares of Common Stock, warrants, or Financial Advisorshares of Common Stock issuable upon the exercise of such warrants have been registered under the Act or any state securities laws, (ii) since the Units, the underlying shares of Common Stock, warrants, and shares of Common Stock issuable upon the exercise of such warrants have not been registered, the Subscriber must bear the economic risk of holding such shares of Common Stock until Rule 144 is available to Subscriber, (iii) the Company will note the restrictions on resale set forth above on its transfer records and any certificates of ownership or common stock purchase warrants, (iv) neither the Company nor anyone else has undertaken to register for resale any of the warrants or shares of Common Stock underlying the Units under the Act, and (v) there is no guarantee that a trading or resale market for the shares of Common Stock will exist in the future. (d) The Subscriber is acquiring the Units and the underlying shares of Common Stock and warrants for his own account, for investment only, and not with a view to or for the sale, distribution or fractionalization thereof. (e) The Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to his net worth, and his investment in the Units will not cause such overall commitment to become excessive. (f) The Subscriber has adequate means of providing for his current needs and personal contingencies, and has no need for current income or liquidity in his investment in the Units. (g) The Subscriber is able to bear the economic risks of this investment in the Units and can afford a complete loss of such investment. (h) The Subscriber has such knowledge and experience in financial and business matters to evaluate the merits and risks that he is capable of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences of such investment;Units. d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state The Subscriber received the terms of the Units and first learned of the offering of Units in the State which is listed as the residence or federal government authority has made any finding or determination relating principal office address of the Subscriber below. (j) With respect to the fairness for investment legal aspects of the Stockinvestment, and (ii) no state or federal government authority the Subscriber has recommended or will recommend relied solely upon the investment; h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery advice of the Subscriber's payment of the Stock and shall survive such deliveryown legal advisors.

Representations and Warranties of Subscriber. (a) In order to induce the Company to accept Subscriber’s subscription, Subscriber hereby further represents and warrants to the Corporation thatCompany, its Affiliates, as defined in the Securities Act of 1933 (the “Securities Act”), and counsel to the Company (the “Company’s Counsel”), and their respective agents and representatives as follows: a. No offer1. SUBSCRIBER HAS READ THE PRIVATE OFFERING MEMORANDUM AND EXAMINED THE RISK FACTORS SET FORTH THEREIN, offer AND UNDERSTANDS THE SPECULATIVE NATURE OF AND SUBSTANTIAL RISK INVOLVED IN INVESTMENT IN THE COMPANY. 2. If Subscriber has chosen to selldo so, offer for saleSubscriber has been represented by such legal and tax counsel and other professionals, or prospect each of sale was made whom has been personally selected by Subscriber, as Subscriber has found necessary to consult concerning the Subscriber by means purchase of general solicitation or general advertisingthe Units, and the Subscriber (i) is familiar with the business such representation has included an examination of all applicable documents and affairs an analysis of the Corporationall tax, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporationfinancial, and (iii) has been furnished with all information including an adequate opportunity securities law aspects thereof deemed to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. be necessary. Subscriber, together with Subscriber’s counsel, Subscriber’s advisors, and such other persons, if any, with whom Subscriber has found it necessary or the Subscriber's Representative or Financial Advisoradvisable to consult, has such have sufficient knowledge and experience in business and financial and business matters to evaluate the merits information set forth in this Subscription Agreement and in the Offering Material and the risks of an the investment in the Stock and to make an informed investment decision with respect thereto;. Further, Subscriber has been given the opportunity for a reasonable time period prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering and other matters pertaining to this investment and has been given the opportunity for a reasonable time period prior to the date hereof to verify the accuracy of the Company’s information. c. 3. With respect to the United States federal, state and foreign tax aspects of Subscriber’s investment, Subscriber is relying solely upon the advice of Subscriber’s own tax advisors, and/or upon Subscriber’s own knowledge with respect thereto. 4. Subscriber has not relied, and will not rely upon, any information with respect to this offering other than the information contained herein and in the Offering Material. 5. Subscriber understands that no person has been authorized to make representations or to give any information or literature with respect to this offering that is inconsistent with the information that is set forth herein and has conducted an independent review evaluating the merits and risks of an investment in the Stock Offering Material. 6. Subscriber understands that, other than as provided herein and in the Offering Materials, no covenants, representations, or warranties have been authorized by or will be binding upon the Company, with regard to this Subscription Agreement, the performance of the Company or any expectation of investment returns, including any representations, warranties or agreements contained or made in any written document or oral communication received from or had with the Company, its Affiliates, Company Counsel or any of their respective representatives or agents. Subscriber has not relied upon any information or representation that may be or have been made or given except as permitted under this paragraph. 7. Subscriber understands that the Offering has not been, and it is not anticipated that the same will be, registered under the Securities Act, or pursuant to the provisions of the securities or other laws of any other applicable jurisdictions, but is being made in reliance upon the provisions of Section 4(2) and/or 4(6) of the Securities Act and/or Regulation D and the other rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments in securities to be made hereunder. Subscriber is fully aware that the Units subscribed for by Subscriber are to be sold to Subscriber in reliance upon such safe harbor based upon Subscriber’s representations, warranties, and agreements as set forth herein. Subscriber is fully aware of the restrictions on sale, transferability and assignment of the Units (including the potential tax consequences shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generallyWarrants), and experience and skill in investments and business matters of the sort encompassed by this transaction; e. that Subscriber is a person who is able to must bear the economic risk of Subscriber’s investment herein for an indefinite period of time because the offering has not been registered under the Securities Act and, therefore, the Securities cannot be offered or sold unless such offer is subsequently registered under the Securities Act or an exemption from such registration is available to Subscriber. 8. Subscriber is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). 9. Subscriber’s execution and delivery of this Subscription Agreement has been duly authorized by all necessary action and all necessary consents have been obtained. Subscriber has no present intention to sell, distribute, pledge, assign, or otherwise transfer the Units (including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants), which Subscriber acquires pursuant to this offering. Subscriber is making the investment hereunder solely for Subscriber’s own account and not for the account of others and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. Subscriber has no present plans to enter into any such contract, undertaking, agreement, or arrangement. 10. Subscriber agrees that Subscriber will not cancel, terminate or revoke this Subscription Agreement, which has been executed by Subscriber, and that this Subscription Agreement shall survive any sale, assignment or other transfer of control over, or of all or substantially all of Subscriber’s assets or business and Subscriber’s bankruptcy, except as otherwise provided pursuant to the laws of any applicable jurisdiction. 11. Subscriber has substantial investment experience and is familiar with investments of the type contemplated by this Subscription Agreement. Subscriber confirms that although one of Subscriber’s motivations for investing in the Company is to derive economic benefits therefrom, Subscriber is aware that purchase of the Units is a speculative investment involving a high degree of risk and there is no guarantee that Subscriber will realize any gain from Subscriber’s investment or realize any tax benefits therefrom and Subscriber is further aware that Subscriber may lose all or a substantial part of Subscriber’s investment. Subscriber understands that there are substantial restrictions on the transferability of, and there is no existing public market for, the Units (including the Warrants that are included in the Units) and it may not be possible to liquidate an investment in the CorporationUnits (including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants). Subscriber affirms that Subscriber acknowledges that this investment is highly speculative, involves a high degree of risk and, accordingly, Subscriber can afford to hold lose the Stock for an indefinite period entire investment. 12. The address set forth herein is Subscriber’s true and can afford correct address and Subscriber has no present intention of becoming a complete loss resident of any other country, state, or jurisdiction prior to, or after, Subscriber’s purchase of the investment in the Corporation for which Subscriber is hereby subscribing;Units. f. Subscriber recognizes that it is a speculative venture; g. 13. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment meaning and legal consequences of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be warranties, which are true and accurate correct as of the date hereof and will be true and correct as of the date of delivery Subscriber’s purchase of the Subscriber's payment of the Stock Units subscribed for herein. Each such representation and warranty shall survive such deliverypurchase. 14. Subscriber acknowledges and agrees that it shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty made by Subscriber that the Company, its Affiliates, the Company’s Counsel and their respective agents or representatives knew or had reason to know that any such covenant, representation or warranty in this Subscription Agreement or furnished or to be furnished to the Company by Subscriber contained untrue statements. The foregoing shall survive any investigation of Subscriber’s representations and warranties in this Subscription Agreement made by the Company, its Affiliates, the Company’s Counsel and their respective agents or representatives. 15. No representation or warranty that Subscriber has made in this Subscription Agreement, or in a writing furnished or to be furnished pursuant to this Subscription Agreement, contains or shall contain any untrue statement of fact, or omits or shall omit to state any fact which is required to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 16. Subscriber has full right, power, and authority to execute and deliver this Subscription Agreement and to perform Subscriber’s obligations hereunder. This Subscription Agreement has been duly authorized, executed and delivered by or on behalf of Subscriber and is a valid, binding and enforceable obligation of Subscriber, enforceable against Subscriber in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting creditors’ rights generally and to general equity principles. 17. The execution and delivery of this Subscription Agreement by Subscriber will not result in any violation of, or be in conflict with, or result in the default of, any term of any material agreement or instrument to which Subscriber is a party or by which Subscriber is bound, or of any law or governmental order, rule or regulation which is applicable to Subscriber. 18. Subscriber is duly and validly organized, validly existing and in good tax and corporate standing as a corporation under the laws of the jurisdiction of its incorporation with full power and authority to purchase the Units to be purchased by it and to execute and deliver this Subscription Agreement. 19. To Subscriber’s knowledge, all negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Subscriber directly with the Company without the intervention of any person or entity in such manner as to give rise to any valid claim by any person or entity against Subscriber or the Company for a finder’s fee, brokerage commission or similar payment. To the extent Subscriber becomes aware of an additional claim to such fees, commission or payments, other than to a placement agent retained by the Company, Subscriber shall promptly provide the Company with notice of such claim. To the extent any person or entity claims to be entitled to a finder’s fee, brokerage commission, or similar payment in connection with the transactions contemplated hereby, Subscriber shall be liable for all such fees and expenses related thereto to the extent any such claims relate to acts or omissions of Subscriber or to this transaction. In the event a payment is payable by the Company to any broker, finder, agent or other person, other than to a placement agent, in connection with Subscriber’s investment in the Company, such payment shall be deducted from the amount paid by Subscriber in connection with this Agreement.

Representations and Warranties of Subscriber. In connection with the purchase of the Securities, Subscriber acknowledges, understands and agrees that Company will be relying on the information and on the representations set forth herein, and Subscriber hereby represents and warrants to the Corporation Company that: a. No offer, offer to sell, offer for sale, or prospect of sale was made to the (a) Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such sufficient knowledge and experience in of financial and business matters so that Subscriber is able to evaluate the merits and risks of an investment purchasing the Securities and has had substantial experience in the Stock previous private and to make an informed investment decision with respect theretopublic purchases of securities; c. (b) Subscriber understands is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and Subscriber has conducted an independent review evaluating no reason to anticipate any material change in Subscriber's financial condition for the merits and risks of an investment in the Stock including the potential tax consequences of such investmentforeseeable future; d. Subscriber, or the (c) Subscriber's Representative or Financial Advisor, overall commitment to investments which are not readily marketable is not disproportionate to Subscriber's net worth and Subscriber's investment herein will not cause such overall commitment to become excessive. Subscriber does not require the funds being used to purchase the Securities for Subscriber's liquidity needs; has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of adequate means to provide for personal needs; possesses the sort encompassed by this transaction; e. Subscriber is a person who is able ability to bear the economic risk of an investment in holding the Corporation, can afford to hold the Stock for an indefinite period Securities purchased hereunder indefinitely; and can afford a complete loss on the purchase of the Securities; (d) During the transaction and prior to purchase, Subscriber has read the Subscription Documents and has had full opportunity to ask questions of and receive answers from Company, its directors and officers and its authorized representatives relating to Company, the offering of the Securities and anything else set forth in the Subscription Documents, and has had access to whatever additional information or documents concerning Company, Company's financial condition, business, prospects, management and other similar matters (to the extent that Company possessed such information or could acquire it without unreasonable effort or expense) that Subscriber desired or deemed necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber had access; Subscriber believes that it/he/she has received all information Subscriber considers necessary or appropriate for deciding whether to purchase the Securities; (e) Subscriber has not been given any oral representation or warranty concerning the Offering, Company or any offering literature other than the Subscription Documents, including appendices thereto, the documents which are exhibits thereto and such other materials as Company has provided. Subscriber has relied only on: (i) the information contained in the Subscription Documents and such exhibits and the information furnished or made available by Company as described in subparagraph (d) above; and (ii) the results of independent investigations made by Subscriber or on Subscriber's behalf; (f) Subscriber is acquiring the Securities for investment purposes only, for Subscriber's own account and not with a view to distribution or resale, nor with any present intent to sell, transfer or otherwise dispose of all or any part of the Securities; (g) Subscriber has not received any general solicitation or general advertising regarding the purchase of the Securities; (h) Subscriber has full power and authority to enter into the Subscription Documents and, upon execution thereof by Subscriber (or on its behalf, if Subscriber is an entity), such documents will constitute valid and legally binding obligations of Subscriber; (i) If Subscriber is an entity, it has not been organized for the specific purpose of acquiring the Securities or, if it has been organized for the specific purpose of acquiring the Securities, each of its beneficial owners is separately an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, further, the person executing the Subscription Documents on its behalf, if Subscriber is a partnership, limited liability company, trust, corporation or other entity, has the full power and authority to execute and comply with the terms of the Subscription Documents on its behalf and to make the representations and warranties made herein on its behalf; and the investment in the Corporation Securities has been affirmatively authorized, if required, by Subscriber's governing board and is not prohibited by Subscriber's governing documents; (j) Subscriber is not subject to "back-up withholding" pursuant to Section 3406 of the Internal Revenue Code of 1986, as amended, and Subscriber has provided Subscriber's correct tax identification number below and as required elsewhere for Subscriber's subscription; (k) Subscriber agrees that Company does not assume any responsibility for the tax consequences to Subscriber resulting from Subscriber's investment in the Securities, and Subscriber further acknowledges that Subscriber has been advised to consult with Subscriber's own attorney regarding legal matters related to investing in the Securities and to consult with a tax advisor regarding the tax consequences of investing in the Securities; (l) If Subscriber is an individual, Subscriber is a bona-fide resident of the state or country set forth in Subscriber's address on the signature page below, or if Subscriber is an entity, its principal place of business and principal offices are located in the state set forth in its address on the signature page below; (m) Any information which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state has heretofore or federal government authority has made any finding or determination relating concurrently herewith furnished to the fairness for investment of the StockCompany with respect to Subscriber's financial position, business experience, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations residence is correct and warranties shall be true and accurate as of the date hereof and complete as of the date of delivery this Note Purchase Agreement and if there should be any material change in such information prior to the acceptance by Company of this Note Purchase Agreement, Subscriber will immediately furnish such revised or corrected information to Company; and (n) Subscriber has been advised by Company that the Subscriberbusiness activities of Company and an investment in the Securities are subject to substantial risks, including, but not limited to, the risks of investment set forth in Company's payment of most recent Form 10-K filed with the Stock Securities and shall survive such deliveryExchange Commission (the "SEC").

Representations and Warranties of Subscriber. 2.1 The Subscriber hereby represents and warrants to recognizes that the Corporation that: a. No offerpurchase of the Securities involves a high degree of risk including, offer to sellbut not limited to, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber following: (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Stock Company is highly speculative, and to make an informed only investors who can afford the loss of their entire investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment should consider investing in the Stock including Company and the potential tax consequences of such Securities; (ii) the Subscriber may not be able to liquidate his/its investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters ; (iii) transferability of the sort encompassed by this transaction;Securities is extremely limited; (iv) in the event of a disposition of the Securities, the Subscriber could sustain the loss of his/its entire investment and (v) the Company has not paid any dividends on its capital stock since inception and does not anticipate the payment of dividends in the foreseeable future. e. 2.2 The Subscriber represents that the Subscriber is a person who an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act and that the Subscriber is able to bear the economic risk of an investment in the CorporationCompany. If the Subscriber is a natural person, can afford the Subscriber has reached the age of majority in the state or other jurisdiction in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to hold bear the Stock substantial economic risks of an investment in the Securities for an indefinite period and can of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 2.3 The Subscriber acknowledges and represents that the Subscriber has prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on the Nasdaq National or SmallCap Market or a national stock exchange, or the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company to the Subscriber and to all other prospective investors in the Securities and to evaluate the merits and risks of such an investment on the Subscriber’s behalf. 2.4 The Subscriber acknowledges receipt and careful review of this Agreement, the Note, the Warrant, the Offering Memo (collectively, the “Offering Documents”). Subscriber further represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company that the Subscriber, its investment advisor, attorney and/or accountant has requested or desired to know, has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering, and has received any additional information which the Subscriber has requested. (a) The Subscriber has relied solely upon the information provided by the Company in making the decision to invest in the Securities. The Subscriber is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement. In evaluating the suitability of an investment in the Corporation Company, the Subscriber has not relied upon any representation or other information (whether oral or written) from the Company, or any agent, employee or affiliate of the Company other than as set forth in the Offering Documents and the results of Subscriber’s own independent investigation. To the extent necessary, the Subscriber has retained, at his/its sole expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Securities hereunder. (b) The Subscriber represents that no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.6 The Subscriber represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors, has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 2.7 The Subscriber acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission (“SEC”) or any state securities regulatory authority or other governmental body or agency, since the Offering is intended to be exempt from the registration requirements of the Act pursuant to Regulation D promulgated under the Act. The Subscriber understands that if required by the laws or regulations or any applicable jurisdictions, the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration of exemption therefrom. 2.8 The Subscriber understands that the Securities have not been registered under the Act or any state securities laws by reason of a claimed exemption under the provisions of the Act and such state securities laws which depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment purposes only and not with a view toward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person. The Subscriber, if an entity, also represents that it was not formed for the purpose of purchasing the Securities. 2.9 The Subscriber understands that no public market now exists for any of the securities issued by the Company and that there is no assurance that a public market will ever exist for the Notes and the Warrants (or the Warrant Shares). The Subscriber understands and hereby subscribing;acknowledges that the Company is under no obligation to register any of the Securities under the Act or any state securities or “blue sky” laws or assist the Subscriber in obtaining an exemption from various registration requirements. The Subscriber agrees to hold the Company, any placement agents and their directors, officers, employees, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of (i) any misrepresentation made by the Subscriber contained in this Agreement, (ii) any sale or distribution by the Subscriber in violation of the Act or any applicable state securities or “blue sky” laws or (iii) any untrue statement made by the Subscriber and contained herein. f. 2.10 The Subscriber recognizes consents to the placement of a legend on any certificate or other document evidencing the Securities substantially as set forth below, that such Securities have not been registered under the Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Securities. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 2.11 The Subscriber agrees to supply the Company, within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable in order to establish or verify the Subscriber’s representations contained herein. 2.12 The Subscriber represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a speculative venture;corporation or other entity. g. 2.13 The Subscriber understands represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute, deliver, and perform this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 2.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ Plan, or other entity (a) it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 2.15 The Subscriber acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD Rules of Fair Practice, receipt of which must be acknowledged by such firm. 2.16 The Subscriber understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before the Closing Date notwithstanding prior receipt by the Subscriber of notice of acceptance of the Subscriber’s subscription. 2.17 The Subscriber understands, acknowledges and agrees with the Company that, except as otherwise set forth herein, the subscription hereunder is irrevocable by the Subscriber, that, except as required by law, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 2.18 The Subscriber understands, acknowledges and agrees with the Company that, the Offering is intended to be exempt from registration under the Act by virtue of the provisions of Regulation D thereunder, and/or the provisions of Regulation S which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber. 2.19 The Subscriber acknowledges that the information contained in the Offering Documents or otherwise made available to the Subscriber is confidential and non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, notwithstanding that a Subscriber’s subscription may not be accepted by the Company; provided, however, that this obligation shall not apply to any such information that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment is part of the Stockpublic knowledge or literature and readily accessible at the date hereof, and (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). 2.20 If the Subscriber is purchasing the Securities in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the shares as such requirements are set forth herein, concurs in the purchase of the Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing. 2.21 The Subscriber represents that no state authorization, approval, consent or federal government authority has recommended license of any person is required to be obtained for the purchase of the Securities by the Subscriber, other than as have been obtained and are in full force and effect. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, result in any violation of or will recommend constitute a default under any material agreement or other instrument to which the investment;Subscriber is a party or by which the Subscriber or any of its properties are bound, or to the best of the Subscriber’s knowledge, any permit, franchise, judgment, order, decree, statute, rule or regulation to which the Subscriber or any of its businesses or properties is subject. h. 2.22 The foregoing representations Subscriber represents that the representations, warranties and warranties agreements of the Subscriber contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and accurate as of correct in all respects on the date hereof and as of the Closing Date as if made on and as of such date of delivery of the Subscriber's payment of the Stock and shall survive the execution and delivery of this Agreement and the purchase of the Securities. The Subscriber agrees that the Company shall be entitled to rely on the representations, warranties and agreements of the Subscriber contained herein. 2.23 The Subscriber (a) represents and warrants that it has retained no finder or broker in connection with the transactions contemplated by this Agreement, and (b) agrees to indemnify and to hold the Company and its directors, officers, employees, controlling persons and agents and their respective heirs, representatives, successors and assigns, harmless of and from any liability for any commission or compensation in the nature of a finder’s fee to any broker or other person or firm (and the costs and expenses of defending against such deliveryliability or asserted liability) for which the Subscriber or any of its employees or representatives are responsible.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Corporation thatCompany as follows: a. No offer, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, Subscriber has such knowledge and experience in financial and business matters to evaluate the merits and risks that Subscriber is capable of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including Company and the potential tax consequences suitability of such investmentthe Securities as an investment for Subscriber; d. Subscriberii) Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and has completed the Investor Application (Qualification Questionnaire) attached hereto as Exhibit 1; iii) The Subscriber is acquiring the Securities for its own account for long-term investment and not with a view toward resale, fractionalization or division, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generallydistribution thereof, and experience and skill it does not presently have any reason to anticipate any change in investments and business matters his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution of the sort encompassed by this transactionSecurities. No one other than the Subscriber has any beneficial interest in said securities. No person has made to the Subscriber any written or oral representations: (x) that any person will resell or repurchase any of the Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as to the future price or value of any of the Securities; e. iv) Subscriber is a person who has received no representations or warranties from the Company, or its affiliates, employees or agents regarding the Securities or suitability of an investment in the Securities or the Company other than those set forth herein and attached hereto; v) Subscriber is able to bear the economic risk of an the investment in the CorporationSecurities and Subscriber has sufficient net worth to sustain a loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur; vi) Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, can afford records and books pertaining to hold this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s); vii) Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the Stock Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of this investment and the Offering and the Securities, and all such questions have been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber any information for investment purposes other than as contained in this Agreement and the attachments hereto, and Subscriber is relying on its own investigation and evaluation of the Company and the Securities in making an indefinite period investment hereunder and can afford a complete loss not on any other information whatsoever, including, but not limited to, any presentations or other materials, other than this Agreement and the attachments, provided to the Subscriber by the Company; viii) Subscriber is able to bear the economic risk of the investment in the Corporation for which Securities and Subscriber is hereby subscribinghas sufficient net worth to sustain a loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur; f. ix) The Subscriber recognizes that it the investment herein is a speculative ventureventure and that the total amount of funds tendered to purchase Securities is placed at the risk of the business and may be completely lost. The purchase of Securities as an investment involves special risks; g. Subscriber understands that x) The Subscriber: (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full authority, legal capacity and competence to enter into, execute and deliver this Agreement and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof, or (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities and such entity is duly organized, validly existing and in good standing under the laws of the state of its organization. Subscriber is a bona fide resident and domiciliary of the state set forth in the Investor Application (the “Qualification Questionnaire”) and has no present intention to become a resident of any other state or jurisdiction. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity, provided further that such entity has validly authorized and approved such entity’s entry into this Agreement and the transactions contemplated herein. The purchase of Securities as an investment involves special risks; xi) The Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and Qualification Questionnaire, which Qualification Questionnaire Subscriber has completed completely and honestly; xii) Subscriber acknowledges and is aware of the following: (1) There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company have no right to require that the Securities be registered under the Securities Act; there may not be any public market for the Securities; Subscriber may not be able to use the provisions of Rule 144 of the Securities Act with respect to the resale of the Securities; and accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such sale is exempt from registration under the Securities Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company for legal or accounting services in connection with reviewing a proposed transfer; (2) No federal government authority or state agency has made any finding or determination relating as to the fairness of the Offering of the Securities for investment or any recommendation or endorsement of the StockSecurities; (3) The Securities have not been approved or registered under any Blue Sky law or with any State Securities Division, in reliance on exemptions from registration therefrom, and as such, there may be restrictions on the sale or transfer of such Securities under State law; and (4) The purchase of Securities under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Securities from applicable Federal, state and provincial securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction; provided, however, that upon any such rescission, the Company shall promptly return to Subscriber all funds received by the Company from the Subscriber prior to such rescission. xiii) The Subscriber has carefully considered and has, to the extent it believes such discussion is necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and that the Subscriber and its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for it; xiv) The Subscriber has not become aware of this Offering and has not been offered Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the Subscriber’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; xv) The Subscriber realizes that the Securities cannot readily be sold and will be restricted securities and therefore the Securities must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Subscriber can provide for current needs and possible personal contingencies; xvi) The Subscriber confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Securities for an indefinite period of time, and (iiiii) to afford a complete loss of its investment. The Subscriber also represents that it has (x) adequate means of providing for his, her or its current needs and possible personal contingencies, and (y) has no state or federal government authority has recommended or will recommend the need for liquidity in this particular investment; h. xvii) The foregoing representations Subscriber understands that the Securities are being offered and warranties shall be true sold to it in reliance on specific exemptions from or non-application of the registration requirements of federal and accurate state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities. All information which the Subscriber has provided to the Company concerning the Subscriber’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof hereof, and as if there should be any material change in such information prior to acceptance of this Agreement by the Company, the Subscriber will immediately provide the Company with such information; xviii) The Subscriber has the requisite power and authority to enter into and perform the transactions contemplated by this Agreement and the purchase of the date Securities. The execution, delivery and performance of delivery this Agreement by the Subscriber and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or other entity action, and no further consent or authorization of the Subscriber or its Board of Directors, managers, stockholders, members, trustees, holders or partners, as the case may be, as required. When executed and delivered by the Subscriber, this Agreement shall constitute a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms; xix) The Subscriber has not agreed to act with any of the other investors for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Subscriber is acting independently with respect to its investment in the Securities; xx) The Subscriber confirms and certifies that: (a) Subscriber is in receipt of and has carefully and thoroughly read and reviewed and understands the Information for Residents of Certain States, attached as Exhibit 2 hereto; (b) The Subscription hereunder is irrevocable by Subscriber, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. (c) No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of the Securities. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. (d) No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this subscription. (e) IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (f) THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION. xxi) The Subscriber confirms and acknowledges that this is a “best efforts, no minimum” Offering; that the Company need not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return any of the Subscriber's payment ’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. The Subscriber further confirms that the Company may undertake additional offerings in the future and/or may issue shares to consultants or employees at offering prices below that of the Stock Offering, which may cause dilution to the Subscriber; xxii) The Subscriber expressly represents and shall survive warrants to the Company that (a) before executing this Agreement, it has fully informed itself of the terms, contents, conditions and effects of this Agreement, and the exhibits hereto, the Company and the Shares; (b) the Subscriber has relied solely and completely upon its own judgment in executing this Agreement; (c) the Subscriber has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; and (d) the Subscriber has acted voluntarily and of its, his or her own free will in executing this Agreement; xxiii) The Subscriber acknowledges that it has prior investment experience, including without limitation, investments in non-listed and non-registered securities, or it has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such deliveryan investment on its behalf, and that it recognizes the highly speculative nature of this investment; xxiv) The amounts invested by the Subscriber in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries

Representations and Warranties of Subscriber. Subscriber hereby represents acknowledges, agrees, covenants, represents, warrants and warrants to the Corporation thatcertifies, as appropriate: a. No offer3.1 Subscriber (and his or her purchaser representative(s), offer to sellif any) has carefully read, offer for sale, or prospect reviewed and understands the Memorandum and all other documents provided by the Company in connection with an investment in the Shares and has carefully evaluated the merits and risks of sale was made to investing in the Subscriber by means of general solicitation or general advertisingShares, and Subscriber is fully cognizant of and understands all of the Subscriber risks related to a purchase of the Shares, including, but not limited to, those risk factors set forth under the caption “Risk Factors” in the Memorandum. 3.2 Subscriber: (i) is familiar with an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the business and affairs Securities Act of 1933, as amended (the Corporation, “Securities Act”); (ii) has is willing and able to bear the economic and other risks associated with the proposed investment, including, but not been furnished any offering literature limited to, the risk of losing his, her or prospectus relating to its entire investment in the offering of the Stock, other than the financial reports of the Corporation, and Company; (iii) is able to hold the Shares for an indefinite period of time; (iv) is able presently to afford a complete loss of his, her or its investment; (v) has been furnished with all information including an adequate opportunity net worth and means of providing for his, her or its current needs and possible personal or business contingencies; (vi) has no need for liquidity in the proposed investment; and (vii) believes his, her or its overall commitment to ask any questions of officers of the Corporation concerning the Stockinvestments that are not readily marketable is reasonable in relation to his, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision;her or its net worth. b. Subscriber, or the Subscriber's Representative or Financial Advisor, 3.3 Subscriber has such sufficient knowledge and experience in financial and business matters matters, particularly in investments, to evaluate the merits and risks associated with an investment in the Company. 3.4 Subscriber and his or her advisor(s) have had a reasonable opportunity, at a reasonable time prior to the investment in the Company, to ask questions of representatives of the Company and to obtain additional information from the Company concerning the terms and conditions of the offering of the Shares, the Company and its present and proposed operations or as otherwise necessary to (i) verify the information provided in the Memorandum, (ii) analyze the nature and consequences of an investment in the Stock Company, and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating (iii) evaluate the merits and risks of the investment in the Shares. The Company has answered or responded to all such questions and requests for information to the full satisfaction of Subscriber. No representations, oral or written, have been made and no information, oral or written, has been furnished or made available to Subscriber or Subscriber’s advisor(s) that were in any way inconsistent with the information contained in the Memorandum. 3.5 Because the sale of the Shares has not been registered under the Securities Act and the state securities laws of any applicable states or other jurisdictions (the “State Acts”), the Shares may not be resold or otherwise transferred unless they are registered under the Securities Act and the appropriate State Acts, or unless exemptions from such registration requirements are available. Subscriber understands that the Company has not agreed to register the sale or distribution of the Shares in accordance with the provisions of the Securities Act or any State Acts and that the Company has not agreed to comply with any exemption under the Securities Act or the State Acts for the resale of the Shares. The Company is under no obligation to register the sale of the Shares on behalf of Subscriber or to assist Subscriber in complying with any exemption from registration. Accordingly, a purchaser may be unable to liquidate an investment in the Stock including the potential tax consequences shares of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities common stock and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able should be prepared to bear the economic risk of an investment in the Corporation, can afford to hold the Stock shares of common stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such deliveryperiod.

Representations and Warranties of Subscriber. The Subscriber hereby represents acknowledges, represents, warrants and warrants to the Corporation thatagrees as follows: a. No offer(a) The Subscriber is an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, offer to sell, offer for sale, or prospect of sale was made to as amended (the “Act”). (b) The Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in financial financial, tax and business matters and, in particular, investments in securities (including significant prior experience in investments in restricted securities) so as to enable the Subscriber to evaluate the merits and risks of an investment in the Stock Shares and the Company and to make an informed investment decision with respect thereto;. c. (c) The Subscriber understands is satisfied that the Subscriber has received adequate information with respect to all matters which the Subscriber considers material to its decision to invest in the Shares and the Company; provided that the Subscriber acknowledges that no tax advice was provided in connection with the Offering and that the Subscriber has conducted an independent review evaluating consulted its own tax advisors prior to deciding to subscribe for the Shares. The Subscriber has been afforded, to its satisfaction, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Offering and the merits and risks of investing in the Company and the Shares; (ii) access to information about the Company, its financial condition, results of operations, business, properties, management and prospects sufficient to enable the Subscriber to evaluate its investment, including, but not limited to, the information contained in the Company’s Annual Report of Form 10-K filed with the Securities and Exchange Commission (the “SEC” or “Commission”) under the caption “Risk Factors” and other filings by the Company with the Securities and Exchange Commission (all such information filed or furnished with the SEC, "SEC Reports"); (iii) access to information about Coast necessary to evaluate the merits and risks of an investment in the Stock Company and the Shares in light of the proposed Coast Acquisition, including the potential tax consequences information with respect to Coast’s assets, financial conditions, results of operations, business, properties, management and prospects; (iv) copies of such analyses, models, reports and financial and other information relating to the Coast Acquisition prepared by the Company, including proforma financial information and information pertaining to the sources and uses for the Coast Acquisition and the proposed capitalization of, and proforma opening balance sheet of, the purchaser sufficient to enable the Subscriber to evaluate the merits and risks of the Coast Acquisition and its impact on the overall business and financial position of the Company. (d) No representations or warranties have been made to the Subscriber by the Company or any officer, employee, agent, affiliate or subsidiary of the Company other than the representations of the Company contained herein, and in subscribing for the Shares the Subscriber is not relying upon any representations other than those contained in this Agreement. In determining whether to make this investment; d. Subscriber, or the Subscriber has relied solely on the Subscriber's Representative or Financial Advisor, has ’s own knowledge of finance, securities and investments generally, and experience and skill in investments and business matters understanding of the sort encompassed Company and Coast and their respective businesses based upon the Subscriber’s own due diligence investigations, including, with respect to Coast, based on the information contained in the secure data site established by this transaction; e. Coast and made available to the Subscriber is a person who is able by the Company, and, with respect to bear the economic risk Company, the information available in the SEC Reports available on the SEC’s internet web site. In evaluating the suitability of an investment in the CorporationCompany, can afford the Subscriber has not relied upon any representation or other information (oral or written) other than the representations of the Company in this Agreement. Without limiting the generality of the foregoing, the Subscriber expressly acknowledges that the Company makes no, and has not made any, representation or warranty as to: (i) the completeness or accuracy of any document or information contained in the Coast data site or otherwise provided by Coast to the Company or the Subscriber, (ii) with respect to Coast, its business, financial condition, results of operations, assets or prospects or (iii) the merits of, or benefits to the Company, if any, to be derived from, the Coast Acquisition. (e) The Subscriber acknowledges that this Offering has not been reviewed or passed upon by and that no federal, state or foreign agency has recommended or endorsed the purchase of the Shares. (f) The Subscriber represents that the Shares are being acquired for the Subscriber’s own account, for investment and not with a view to resale or distribution to others in whole or in part. The Subscriber has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Shares; and the Subscriber has no plans to enter into any such agreement or arrangement. (g) The address set forth on the signature page is the Subscriber’s true and correct address. (h) The Subscriber is unaware of, is in no way relying on, and did not become aware of the Offering through, or as a result of, any form of general solicitation or advertising, including, without limitation, articles, notices, advertisements or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where the attendees have been invited by any such means of general solicitation or advertising. (i) The Subscriber: (i) if a natural person represents that the Subscriber has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, such entity was not formed for the specific purpose of acquiring the Shares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of, its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Stock Shares, the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; and (iii) if executing this Agreement in a representative or fiduciary capacity, it has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ▇▇▇▇, partnership, trust, estate, corporation, limited liability company or partnership, or other entity for whom the Subscriber is executing this Agreement, and such individual, ▇▇▇▇, partnership, trust, estate, corporation, limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and purchase the Shares, and that this Agreement constitutes a legal, valid and binding obligation of such entity. (j) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or governmental agency (nor, to the Subscriber’s knowledge, is there any threat thereof) which would impair in any way the Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (k) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Shares will not result in any violation of, or conflict with, or constitute a default under, any agreement to which Subscriber is a party or by which he/she/it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Shares. (l) Subscriber is aware that the Securities are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Subscriber must bear the substantial economic risks of the investment in Shares indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Act and applicable state securities laws or an indefinite period exemption from such registration is available. The Subscriber has adequate means of providing for the Subscriber’s current financial needs and can afford a complete loss foreseeable contingencies and has no need for liquidity of the investment in the Corporation Shares for which Subscriber is hereby subscribing;an indefinite period of time. f. Subscriber recognizes that it is a speculative venture; g. (m) The Subscriber understands that any and all certificates representing the Shares and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend or one substantially similar thereto, which the Subscriber has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” (in) no In addition, the certificates representing the Shares, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (o) The Subscriber acknowledges that if he or she is acting as a registered representative of a FINRA member firm in connection herewith, he or she must give such firm the notice required by the FINRA Rules of Fair Practice, receipt of which must be acknowledged by such firm. (p) Subscriber represents and warrants that he/she/it has complied with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, including Regulation M and applicable state or federal government authority has made any finding or determination relating securities laws, and will comply at the time of sale pursuant to the fairness for investment of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such deliveryRegistration Statement.

Representations and Warranties of Subscriber. To induce the company to accept this subscription, the Undersigned Subscriber hereby represents and warrants to the Corporation thatCompany: a. A. The Undersigned has had access to the books and records of the Company, and is fully familiar with and understands their contents; it acknowledges that it has had the opportunity to ask questions of and receive answers from the management and from the authorized representatives of the Company concerning the Company and to obtain any additional information necessary to verify the accuracy of the information furnished; has read carefully this Subscription Agreement; and has based the Undersigned's investment decision on such information as is described above and supplied herein. B. The Undersigned understands and acknowledges the following: 1. The Shares are being offered and sold under the applicable exemption from securities registration as provided by the states the securities are sold in. 2. The Undersigned also understands and agrees that stop transfer instructions relating to the securities will be placed in the Company's stock transfer ledger, and that the certificates evidencing the securities sold will bear the legend in substantially the following form: "No offersale, offer to sell, offer for saleor transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or prospect an exemption from the registration requirements of sale was made said act is then in fact applicable to said shares." C. The Undersigned recognizes any investment in the Subscriber by Company involves substantial risk factors. D. The Undersigned has adequate financial means of general solicitation or general advertisingproviding for its current needs and financial contingencies without the need for liquidity in this investment and has the ability to bear the economic risk of this investment and can afford a complete loss of the purchase price; and the Undersigned has no reason to contemplate any change in the Undersigned's financial circumstances. E. The Undersigned, through its management and advisors, is familiar with, and has the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in expertise in, financial and business matters to evaluate the merits and the risks of an investment involved in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters purchase of the sort encompassed by this transaction;Shares. e. Subscriber is a person who is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating F. The representations provided to the fairness for investment of Company by the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be Undersigned are true and accurate correct as of the date hereof and as the Undersigned agrees to advise the Company prior to its acceptance of this Subscription of any material change in any of such information. G. The Undersigned understands that no governmental agency has approved or disapproved the shares or passed upon or endorsed the merits of the date of delivery sale or purchase thereof. H. The Undersigned, if a corporation, is duly organized and existing and in good standing under the laws of the Subscriber's payment jurisdiction of its incorporation. I. The Undersigned has full power, in accordance with law, to execute and perform this Agreement, and such execution and performance does not conflict with any applicable charter or bylaw provision or with any contract to which it is a party or to which it is subject. The Board of Directors of the Stock Undersigned has duly authorized this Agreement, the transactions contemplated herein, and shall survive such delivery.their execution by the Undersigned

Representations and Warranties of Subscriber. 2.1 The Subscriber hereby agrees with and represents and warrants to the Corporation thatCompany as follows: a. No offer, offer to sell, offer for sale, or prospect (a) the Subscriber recognizes that the purchase of sale was made Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the Subscriber by means proceeds of general solicitation or general advertising, this subscription; (b) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decisionShares; b. Subscriber, or (c) the Subscriber's Representative or Financial Advisor, Subscriber has such knowledge and experience in financial finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Stock Company’s common stock and to make an informed investment decision otherwise protect its interests in connection with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. (d) the Subscriber is a person who is acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribingliquidate its investment; f. (e) the Subscriber recognizes hereby acknowledges that it is a speculative venturethis offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; g. (f) the Subscriber has not purchased the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (g) the Subscriber understands that the Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that the Subscriber may dispose of the Shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act; (h) If the Subscriber decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless: (i) no state or federal government authority has made any finding or determination relating the sale is to the fairness for investment of the Stock, and Company; (ii) no state or federal government authority has recommended or will recommend the investmentsale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act and in compliance with applicable local laws and regulations; h. The foregoing representations (iii) the sale is made pursuant to the exemption from the registration requirements under the Securities Act provided by Rule 144 thereunder and warranties shall be true in accordance with any applicable state securities or “blue sky” laws; or (iv) the Shares are sold in a transaction that does not require registration under the Securities Act or any applicable state laws and accurate regulations governing the offer and sale of securities, and, in the cases of (iii) and (iv), it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company. (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the date hereof Shares sold hereby; and (k) the Subscriber has full power and as of the date of delivery of the Subscriber's payment of the Stock authority to enter into this Agreement which constitutes a valid and shall survive such deliverylegally binding obligation, enforceable in accordance with its terms.

Representations and Warranties of Subscriber. In consideration of the Cooperative’s offer to sell the Shares, Subscriber hereby represents and warrants to the Corporation thatCooperative as follows: a. No offer(a) That Subscriber has received all requested information, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertisinghas fully reviewed, and the Subscriber (i) is familiar with the business and affairs financial condition of the CorporationCooperative, and has also reviewed the Cooperative’s Offering Circular dated May 31, 2018 (ii) has not the “Offering Circular”), and any and all exhibits attached thereto, as the same may have been furnished amended by any offering literature or prospectus relating supplemental disclosure statement made prior to the offering of the Stock, other than the financial reports of the Corporation, date hereof. Subscriber further acknowledges that Subscriber has had adequate time and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of review the Corporation concerning Offering Circular individually and with Subscriber’s professional advisors, if any; (b) That Subscriber believes that an investment in the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary Shares is suitable for the purpose Subscriber and that the Subscriber is in a financial position to hold the Shares for an indefinite period of making an informed time and is able to bear the economic risk and withstand a complete loss of Subscriber’s investment decisionin the Shares; b. (c) That Subscriber, either alone or with the assistance of Subscriber's Representative or Financial Advisor’s own professional advisors, has such knowledge and experience in financial and business matters to evaluate the merits that Subscriber is capable of reading and risks of an investment in the Stock interpreting financial statements and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of the prospective investment in the Shares; (d) That Subscriber recognizes that an investment in the Stock including Shares is highly speculative, illiquid and involves a high degree of risk, including, but not limited to, the potential tax consequences of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the Subscriber’s investment in the Corporation for which Subscriber is hereby subscribingShares; f. (e) That the Subscriber recognizes certifies, under penalties of perjury, that it the undersigned is a speculative venture; g. Subscriber understands that NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. (Note: You are subject to backup withholding if (i) no state you fail to furnish your Social Security number or federal government authority has made any finding or determination relating to the fairness for investment of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investmenttaxpayer identification number herein; h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such delivery.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Corporation thatCompany as follows: a. No offer, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, Subscriber has such knowledge and experience in financial and business matters to evaluate the merits and risks that Subscriber is capable of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including Company and the potential tax consequences suitability of such investmentthe Securities as an investment for Subscriber; d. Subscriberii) Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and has completed the Investor Application (Qualification Questionnaire) attached hereto as Exhibit A; iii) The Subscriber is acquiring the Securities for its own account for long-term investment and not with a view toward resale, fractionalization or division, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generallydistribution thereof, and experience and skill it does not presently have any reason to anticipate any change in investments and business matters his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution of the sort encompassed by this transactionSecurities. No one other than the Subscriber has any beneficial interest in said securities. No person has made to the Subscriber any written or oral representations: (x) that any person will resell or repurchase any of the Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as to the future price or value of any of the Securities; e. iv) Subscriber is a person who has received no representations or warranties from the Company, or its affiliates, employees or agents regarding the Securities or suitability of an investment in the Securities or the Company other than those set forth herein and attached hereto; v) Subscriber is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for Securities and Subscriber has sufficient net worth to sustain a loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur; vi) Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber is hereby subscribinghas requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s); f. vii) Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of this investment and the Offering and the Securities, and all such questions have been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber any information for investment purposes other than as contained in this Agreement and the attachments hereto, and Subscriber is relying on its own investigation and evaluation of the Company and the Securities in making an investment hereunder and not on any other information whatsoever, including, but not limited to, any presentations or other materials, other than this Agreement and the attachments, provided to the Subscriber by the Company; viii) The Subscriber recognizes that it the investment herein is a speculative ventureventure and that the total amount of funds tendered to purchase Securities is placed at the risk of the business and may be completely lost. The purchase of Securities as an investment involves special risks; g. Subscriber understands that ix) The Subscriber: (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full authority, legal capacity and competence to enter into, execute and deliver this Agreement and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof, or (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities and such entity is duly organized, validly existing and in good standing under the laws of the state of its organization. Subscriber is a bona fide resident and domiciliary of the state set forth in the Investor Application (the “Qualification Questionnaire”) and has no present intention to become a resident of any other state or jurisdiction. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity, provided further that such entity has validly authorized and approved such entity’s entry into this Agreement and the transactions contemplated herein. The purchase of Securities as an investment involves special risks; x) The Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and Qualification Questionnaire, which Qualification Questionnaire Subscriber has completed completely and honestly; xi) Subscriber acknowledges and is aware of the following: (1) There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company have no right to require that the Securities be registered under the Securities Act; there may not be any public market for the Securities; Subscriber may not be able to use the provisions of Rule 144 of the Securities Act with respect to the resale of the Securities; and accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such sale is exempt from registration under the Securities Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company for legal or accounting services in connection with reviewing a proposed transfer; (2) No federal government authority or state agency has made any finding or determination relating as to the fairness of the Offering of the Securities for investment or any recommendation or endorsement of the Securities; (3) The Securities have not been approved or registered under any Blue Sky law or with any State Securities Division, in reliance on exemptions from registration therefrom, and as such, there may be restrictions on the sale or transfer of such Securities under State law; and (4) The purchase of Securities under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Securities from applicable Federal, state and provincial securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction; provided, however, that upon any such rescission, the Company shall promptly return to Subscriber all funds received by the Company from the Subscriber prior to such rescission. xii) The Subscriber has carefully considered and has, to the extent it believes such discussion is necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and that the Subscriber and its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for it; xiii) The Subscriber has not become aware of this Offering and has not been offered Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the Subscriber’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; xiv) The Subscriber realizes that the Securities cannot readily be sold and will be restricted securities and therefore the Securities must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Subscriber can provide for current needs and possible personal contingencies; xv) The Subscriber confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of its investment. The Subscriber also represents that it has (x) adequate means of providing for his, her or its current needs and possible personal contingencies, and (y) has no need for liquidity in this particular investment; xvi) The Subscriber understands that the Securities are being offered and sold to it in reliance on specific exemptions from or non-application of the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities. All information which the Subscriber has provided to the Company concerning the Subscriber’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement by the Company, the Subscriber will immediately provide the Company with such information; xvii) The Subscriber has the requisite power and authority to enter into and perform the transactions contemplated by this Agreement and the purchase of the Securities. The execution, delivery and performance of this Agreement by the Subscriber and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or other entity action, and no further consent or authorization of the Subscriber or its Board of Directors, managers, stockholders, members, trustees, holders or partners, as the case may be, as required. When executed and delivered by the Subscriber, this Agreement shall constitute a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms; xviii) The Subscriber has not agreed to act with any of the other investors for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Subscriber is acting independently with respect to its investment in the Securities; xix) The Subscriber confirms and certifies that: (a) Subscriber has received, read and carefully and thoroughly reviewed, the form of Convertible Promissory Note, a copy of which is attached hereto as Schedule 1, and Subscriber has also read and reviewed the Information for Residents of Certain States attached as Exhibit B hereto; (b) The Subscription hereunder is irrevocable by Subscriber, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder. (c) No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of the Securities. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. (d) No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this subscription. (e) IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (f) THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION. (g) The Company expects to pay an advisory fee of 3% of the gross proceeds of this Offering to ▇. ▇▇▇▇▇ Capital, payable in shares of the Company’s Common Stock, in connection with this Offering. xx) The Subscriber confirms and acknowledges that this is a “best efforts, no minimum” Offering; that the Company need not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return any of the Subscriber’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. The Subscriber further confirms that the Company may undertake additional offerings in the future and/or may issue shares to consultants or employees at offering prices below that of the Offering, which may cause dilution to the Subscriber; xxi) The Subscriber expressly represents and warrants to the Company that (a) before executing this Agreement, it has fully informed itself of the terms, contents, conditions and effects of this Agreement, and the Convertible Promissory Note; (b) the Subscriber has relied solely and completely upon its own judgment in executing this Agreement; (c) the Subscriber has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; and (d) the Subscriber has acted voluntarily and of its, his or her own free will in executing this Agreement; xxii) The Subscriber acknowledges that it has prior investment experience, including without limitation, investments in non-listed and non-registered securities, or it has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment; xxiii) The amounts invested by the Subscriber in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists; ___________________________ 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. xxiv) The Subscriber understands and acknowledges that (i) the Notes are being offered and sold to Subscriber without registration under the Securities Act in a private placement that is exempt from the registration provisions under Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate as availability of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such delivery.exemption dep

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Corporation thatCompany as follows: a. No offer(a) Subscriber is an "accredited investor" as defined by Rule 501 under the Securities Act of 1933, offer as amended (the "Act"), and Subscriber is capable of evaluating the merits and risks of Subscriber's investment in the Company and has the capacity to sellprotect Subscriber's own interests. (b) Subscriber understands that the Securities are not presently registered, offer but Subscriber is entitled to certain rights with respect to the registration of the Units (see Section 5 below). (c) Subscriber acknowledges and understands that the Securities are being purchased for saleinvestment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or prospect at any particular time, or upon the happening of sale was any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of common stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (e) Subscriber by means of general solicitation or general advertisingacknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber (i) is familiar acknowledges that Subscriber has had the opportunity to discuss the Company's business, management and financial affairs with the business Company's management or any person acting on its behalf. Subscriber has received and affairs reviewed the Memorandum, and all the information, both written and oral, that it desires. Without limiting the generality of the Corporationforegoing, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) Subscriber has been furnished with all information including an adequate or has had the opportunity to ask any questions acquire, and to review, (i) copies of officers all of the Corporation concerning Company's publicly available documents, including but not limited to, those attached to the StockMemorandum, and (ii) all information, both written and oral, that it desires with respect to the business Company's business, management, financial affairs and operations prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber's own knowledge and understanding of the Corporation, Company and its business based upon Subscriber's own due diligence investigations and the use of proceeds information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other matter necessary for representations or information. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under the purpose terms of making an informed investment decision; b. this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with the Subscriber's Representative professional legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber's particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber relies solely on such advisors and not on any statements or Financial Advisorrepresentations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (h) This Subscription Agreement does not contain any untrue statement of a material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber's properties before any court or governmental agency (nor, to Subscriber's knowledge, is there any threat thereof) which would impair in any way Subscriber's ability to enter into and fully perform Subscriber's commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Subscription Agreement, and the issuance of the Securities will not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber's articles of incorporation or bylaws, if applicable, or any of Subscriber's material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Securities. (k) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of his/her/its investment. (l) Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the "Risk Factors" section of the Memorandum. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is aware that the Securities are and will be, when issued, "restricted securities" as that term is defined in Rule 144 of the general rules and regulations under the Act. (o) Subscriber understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." (p) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (q) Because of the restrictions imposed on resale, Subscriber understands that the Company shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company's intention to do so. Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters to evaluate the merits and risks that he is capable of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences Securities and of such investment;making an informed investment decision. d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. (s) Subscriber is a person who represents that (i) Subscriber is able to bear the economic risk risks of an investment in the Corporation, can Securities and to afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment of the Stock, investment; and (ii) no state (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or federal government authority (B) Subscriber has recommended a pre-existing personal or will recommend business relationship with either the investment; h. The foregoing representations Company or any affiliate thereof of such duration and warranties shall nature as would enable a reasonably prudent purchaser to be true and accurate as aware of the date hereof character, business acumen and as general business and financial circumstances of the date Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of delivery this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for Subscriber's own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the Securities for investment and not with a view to resale or distribution; and that Subscriber has not formed any entity for the purpose of purchasing the Securities. (u) Subscriber understands that the Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber's payment funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Stock Company. In the event that the subscription is rejected, then Subscriber's subscription funds will be returned without interest thereon or deduction therefrom. (v) Subscriber has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in the Memorandum and shall survive such deliverythis Subscription Agreement. (w) Subscriber represents that Subscriber is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting. (x) Subscriber has carefully read this Subscription Agreement and the Memorandum, and Subscriber has accurately completed the Purchaser Questionnaire which accompanies this Subscription Agreement. (y) No representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Subscriber is not relying upon any representations other than those contained in the Memorandum or in this Subscription Agreement. (z) Subscriber represents and warrants, to the best of its knowledge, that other than the Placement Agent, no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Subscription Agreement.

Representations and Warranties of Subscriber. Subscriber hereby represents The undersigned represents, warrants, and warrants agrees as follows: (a) This Subscription Agreement is irrevocable. (b) He has carefully read and understands the terms of this Subscription Agreement. He has read the Term Sheet and Summary dated as of August 7, 2001 (the "Disclosure Documents"). In addition, he has been given the opportunity to conduct a "due diligence" inquiry into the business of the Company, to ask questions of, and receive answers from, the Company and its management concerning the terms and conditions of the Offering and to obtain such additional written information, to the Corporation that:extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same, as the undersigned desires in order to evaluate his investment. a. No offer, offer to sell, offer for sale, or prospect of sale was made to (c) He is aware that the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs purchase of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it Shares is a speculative venture;investment, involving a high degree of risk and that there is no guarantee that he will realize any gain from this investment, and that his entire investment could be lost. g. Subscriber (d) He understands that (i) no federal or state or federal government authority agency has made any finding or determination relating to regarding the fairness for investment of this Offering or any recommendation or endorsement of the StockOffering. (e) He is purchasing the Shares for his own account, with the intention of holding the Shares indefinitely, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares and shall not make any sale, transfer, or pledge thereof without registration under the 1933 Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws. (f) He, if an individual, has adequate means of providing for his current needs and personal and family contingencies and has no need for liquidity in his investment in the Shares. He has no reason to anticipate any material change in his personal financial condition for the foreseeable future. (g) The Subscriber is an "Accredited Investor" as that term is defined in Section 2(15) of the 1933 Act and Rule 501 of Regulation D promulgated thereunder. Specifically an Accredited Investor is: (i) A bank defined in Section 3(a)(2) of the Act, or a 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; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act") or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(3) or (d) of the Small Business Investment Act of 1958; a 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 greater than $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit plan has total assets greater than $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate A private business development company as defined in Section 202(a)(22) of the date hereof and as Investment Adviser Act of 1940. (iii) An organization described in Section 501(c)(3) of the date Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of delivery acquiring the securities offered, with total assets greater than $5 million. (iv) a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of the Subscriber's payment of the Stock and shall survive such delivery.his or her

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Corporation thatCompany as follows: a. No offer, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs of the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering of the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, Subscriber has such knowledge and experience in financial and business matters to evaluate the merits and risks that Subscriber is capable of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including Company and the potential tax consequences suitability of such investmentthe Securities as an investment for Subscriber; d. Subscriberii) Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and has completed the Investor Application (Qualification Questionnaire) attached hereto as Exhibit A; iii) The Subscriber is acquiring the Securities for its own account for long-term investment and not with a view toward resale, fractionalization or division, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generallydistribution thereof, and experience and skill it does not presently have any reason to anticipate any change in investments and business matters his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution of the sort encompassed by this transactionSecurities. No one other than the Subscriber has any beneficial interest in said securities. No person has made to the Subscriber any written or oral representations: (x) that any person will resell or repurchase any of the Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as to the future price or value of any of the Securities; e. iv) Subscriber is a person who has received no representations or warranties from the Company, or its affiliates, employees or agents regarding the Securities or suitability of an investment in the Securities or the Company other than those set forth herein and attached hereto; v) Subscriber is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for Securities and Subscriber has sufficient net worth to sustain a loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur; vi) Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber is hereby subscribinghas requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s); f. vii) Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of this investment and the Offering and the Securities, and all such questions have been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber any information for investment purposes other than as contained in this Agreement and the attachments hereto, and Subscriber is relying on its own investigation and evaluation of the Company and the Securities in making an investment hereunder and not on any other information whatsoever, including, but not limited to, any presentations or other materials, other than this Agreement and the attachments, provided to the Subscriber by the Company; viii) The Subscriber recognizes that it the investment herein is a speculative ventureventure and that the total amount of funds tendered to purchase Securities is placed at the risk of the business and may be completely lost. The purchase of Securities as an investment involves special risks; g. Subscriber understands that ix) The Subscriber: (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full authority, legal capacity and competence to enter into, execute and deliver this Agreement and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof, or (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities and such entity is duly organized, validly existing and in good standing under the laws of the state of its organization. Subscriber is a bona fide resident and domiciliary of the state set forth in the Investor Application (the “Qualification Questionnaire”) and has no present intention to become a resident of any other state or jurisdiction. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity, provided further that such entity has validly authorized and approved such entity’s entry into this Agreement and the transactions contemplated herein. The purchase of Securities as an investment involves special risks; x) The Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and Qualification Questionnaire, which Qualification Questionnaire Subscriber has completed completely and honestly; xi) Subscriber acknowledges and is aware of the following: (1) There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company have no right to require that the Securities be registered under the Securities Act; there may not be any public market for the Securities; Subscriber may not be able to use the provisions of Rule 144 of the Securities Act with respect to the resale of the Securities; and accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such sale is exempt from registration under the Securities Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company for legal or accounting services in connection with reviewing a proposed transfer; (2) No federal government authority or state agency has made any finding or determination relating as to the fairness of the Offering of the Securities for investment or any recommendation or endorsement of the StockSecurities; (3) The Securities have not been approved or registered under any Blue Sky law or with any State Securities Division, in reliance on exemptions from registration therefrom, and as such, there may be restrictions on the sale or transfer of such Securities under State law; and (4) The purchase of Securities under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Securities from applicable Federal, state and provincial securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction; provided, however, that upon any such rescission, the Company shall promptly return to Subscriber all funds received by the Company from the Subscriber prior to such rescission. xii) The Subscriber has carefully considered and has, to the extent it believes such discussion is necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and that the Subscriber and its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for it; xiii) The Subscriber has not become aware of this Offering and has not been offered Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the Subscriber’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; xiv) The Subscriber realizes that the Securities cannot readily be sold and will be restricted securities and therefore the Securities must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Subscriber can provide for current needs and possible personal contingencies; xv) The Subscriber confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of its investment. The Subscriber also represents that it has (x) adequate means of providing for his, her or its current needs and possible personal contingencies, and (y) has no need for liquidity in this particular investment; xvi) The Subscriber understands that the Securities are being offered and sold to it in reliance on specific exemptions from or non-application of the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities. All information which the Subscriber has provided to the Company concerning the Subscriber’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement by the Company, the Subscriber will immediately provide the Company with such information; xvii) The Subscriber has the requisite power and authority to enter into and perform the transactions contemplated by this Agreement and the purchase of the Securities. The execution, delivery and performance of this Agreement by the Subscriber and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or other entity action, and no further consent or authorization of the Subscriber or its Board of Directors, managers, stockholders, members, trustees, holders or partners, as the case may be, as required. When executed and delivered by the Subscriber, this Agreement shall constitute a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms; xviii) The Subscriber has not agreed to act with any of the other investors for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Subscriber is acting independently with respect to its investment in the Securities; xix) The Subscriber confirms and certifies that: (a) Subscriber has received, read and carefully and thoroughly reviewed the form of Common Stock Purchase Warrant, a copy of which is attached hereto as Schedule 1 and Subscriber has also read and reviewed the Information for Residents of Certain States attached as Exhibit B hereto; (b) The Subscription hereunder is irrevocable by Subscriber, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder. (c) No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of the Securities. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. (d) No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this subscription. (e) IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (f) THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION. xx) The Subscriber confirms and acknowledges that this is a “best efforts, no minimum” Offering; that the Company need not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return any of the Subscriber’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. The Subscriber further confirms that the Company may undertake additional offerings in the future and/or may issue shares to consultants or employees at offering prices below that of the Offering, which may cause dilution to the Subscriber; xxi) The Subscriber expressly represents and warrants to the Company that (a) before executing this Agreement, it has fully informed itself of the terms, contents, conditions and effects of this Agreement, and the exhibits hereto, the Company and the Securities; (b) the Subscriber has relied solely and completely upon its own judgment in executing this Agreement; (c) the Subscriber has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; and (d) the Subscriber has acted voluntarily and of its, his or her own free will in executing this Agreement; xxii) The Subscriber acknowledges that it has prior investment experience, including without limitation, investments in non-listed and non-registered securities, or it has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment; xxiii) The amounts invested by the Subscriber in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists; 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. xxiv) The Subscriber understands and acknowledges that (i) the Units are being offered and sold to Subscriber without registration under the Securities Act in a private placement that is exempt from the registration provisions under Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D, and (ii) no state or federal government authority has recommended or the availability of such exemption depends in part on, and that the Company will recommend rely upon the investmentaccuracy and truthfulness of, the foregoing representations, and such Subscriber hereby consents to such reliance; h. xxv) The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such delivery.Subscriber certifies, u

Representations and Warranties of Subscriber. Subscriber hereby represents The undersigned represents, warrants, and warrants agrees as follows: (a) This Subscription Agreement is irrevocable. (b) They have carefully read and understand the terms of this Subscription Agreement. In addition, they have been given the opportunity to conduct a "due diligence" inquiry into the business of the Company, to ask questions of, and receive answers from, the Company and its management concerning the terms and conditions of the Offering and to obtain such additional written information, to the Corporation thatextent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same, as the undersigned desires in order to evaluate their investment. (c) They are aware that the purchase of the Shares is a speculative investment, involving a high degree of risk and that there is no guarantee that they will realize any gain from this investment, and that their entire investment could be lost. (d) They understand that no federal or state agency has made any finding or determination regarding the fairness of this Offering or any recommendation or endorsement of the Offering. (e) They are purchasing the Shares for their own account, with the intention of holding the Shares indefinitely, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares and shall not make any sale, transfer, or pledge thereof without registration under the 1933 Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws. (f) They, if an individual, has adequate means of providing for their current needs and personal and family contingencies and has no need for liquidity in their investment in the Shares. They have no reason to anticipate any material change in their personal financial condition for the foreseeable future. (g) The Subscriber is an "Accredited Investor" as that term is defined in Section 2(15) of the 1933 Act and Rule 501 of Regulation D promulgated thereunder. Specifically an Accredited Investor is: a. No offer, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with the business and affairs A bank defined in Section 3(a)(2) of the CorporationAct, or a 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; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act") or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(3) or (d) of the Small Business Investment Act of 1958; a 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 greater than $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit plan has total assets greater than $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. (ii) has not been furnished any offering literature or prospectus relating to the offering A private business development company as defined in Section 202(a)(22) of the Stock, other than the financial reports Investment Adviser Act of the Corporation, and 1940. (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers An organization described in Section 501(c)(3) of the Corporation concerning Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the Stockspecific purpose of acquiring the securities offered, with total assets greater than $5 million. (iv) a natural person whose individual net worth, or joint net worth with that person's spouse, at the business time of his or her purchase exceeds $1 million. (California and operations Massachusetts residents: please see Section 3(b) below.) (v) A natural person who had an individual income greater than $200,000 in each of the Corporationtwo most recent years or joint income with that person's spouse greater than $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. (vi) A trust, the use of proceeds and any other matter necessary with total assets greater than $5 million not formed for the specific purpose of making an informed investment decision; b. Subscriberacquiring the securities offered, or the Subscriber's Representative or Financial Advisorwhose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial and business matters to evaluate that they are capable of evaluating the merits and risks of the prospective investment.) (vii) an entity in which all of the equity owners are accredited investors. (If this alternative is checked, the Subscriber must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an accredited investor.) (h) They are financially able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely or to afford a complete loss of their investment in the Stock Shares. (i) Their overall commitment to investments which are not readily marketable is not disproportionate to their net worth, and the investment in the Shares will not cause such overall commitment to become excessive. The undersigned understands that the statutory basis on which the Shares are being sold to him and to others would not be available if the undersigned's present intention were to hold the Shares for a fixed period or until the occurrence of a certain event. The undersigned realizes that in the view of the Securities and Exchange Commission ("SEC"), a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Shares, and for which the Shares may be pledged as security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's representations to the Company, and the SEC would then regard such sale as one for which no exemption from registration is available. The undersigned will not pledge, transfer or assign this Subscription Agreement. (j) The funds provided for this investment are either separate property of the undersigned, community property over which the undersigned has the right of control, or are otherwise funds as to which the undersigned has the sole right of management. (k) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity, (i) the undersigned has enclosed with this Subscription Agreement appropriate evidence of the authority of the individual executing this Subscription Agreement to act on its behalf (e.g. if a trust, a certified copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy of the articles of incorporation; or if a partnership, a certified copy of the partnership agreement), (ii) the undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares and (iii) the undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (iv) this investment in the Company has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity. (l) The address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence if they are an informed investment decision with respect thereto;individual, or its principal business address if a corporation or other entity. c. Subscriber understands (m) They have such knowledge and has conducted an independent review experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Stock including Shares. (n) They acknowledge that the potential tax certificate for the Shares will contain a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THESE SECURITIES. (o) They expressly acknowledge and understand that the Company is relying upon the undersigned's representation contained in the Subscription Agreement and Purchaser Questionnaire. (p) They understand the meaning and legal consequences of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to bear the economic risk of an investment in the Corporation, can afford to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties which are contained herein and hereby agrees to indemnify, save and hold the Company and its officers, directors and counsel harmless from and against any and all claims or actions arising out of a breach of any representation, warranty or acknowledgment of the undersigned contained in any Subscription Document. Such indemnification shall be true deemed to include not only the specific liabilities or obligation with respect to which such indemnity is provided, but also all reasonable costs expenses, counsel fees and accurate as expenses of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and settlement relating thereto, whether or not any such liability or obligation shall survive such deliveryhave been reduced to judgment.

Representations and Warranties of Subscriber. Subscriber As an inducement to the Managing Member, acting on behalf of the Fund, to sell the undersigned the Interest for which the undersigned has subscribed, the undersigned hereby represents and warrants to the Corporation thatManaging Member and the Fund as follows: a. No offerIf an individual, offer the Investor is over 21 years old and is legally competent to sellexecute this Agreement; if an entity, offer for sale, or prospect of sale was made the Investor is duly authorized and qualified to become a member in the Subscriber by means of general solicitation or general advertising, Fund (a "Member") and the Subscriber (i) is familiar with individual signing this Agreement has been duly authorized by the business Investor to do so; and affairs the Investor has received and carefully read a copy of the CorporationConfidential Private Offering Memorandum and Disclosure Document of the Fund dated May 12, 2005, including the Exhibits thereto and Risk Disclosure Statements (iithe "Memorandum") has not been furnished any offering literature or prospectus relating to and describing the terms and conditions of the offering of interests. b. The Investor has a pre-existing business relationship with the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the StockManager, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. SubscriberInvestor's purchaser representative, or the Subscriber's Representative or Financial Advisor, an authorized selling agent. The Investor has such knowledge and experience expertise in financial financial, tax and business matters to evaluate the merits and risks is capable of an investment in the Stock and to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including interests and of making an informed investment decision with respect thereto. The Investor and the potential tax consequences of such investment; d. SubscriberInvestor's purchaser representative, or if any, have carefully reviewed and understand the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to bear the economic risk various risks of an investment in the CorporationFund, including the risks summarized in the Memorandum under "Risk Factors;" and the Investor can afford to hold bear the Stock for risks of an indefinite period and can afford a complete loss of the investment in the Corporation Fund, including the risk of losing the Investor's entire investment. c. The Investor understands that the Managing Member, selling agents and Investor's purchaser representative potentially have conflicts of interest with the Fund, and the Investor has carefully reviewed the various conflicts summarized under "Conflicts of Interest" in the Memorandum. d. The Investor understands that the data in the performance tables in the Memorandum should be read only in conjunction with the notes to the tables and should not be interpreted to mean that the Fund will have similar results or will realize any profits whatsoever. e. The Investor is acquiring the Interest for which Subscriber the Investor has subscribed for the Investor's own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the Interest. The Investor understands that the Interests have not been registered under the Securities Act of 1933 (the "Act"), or any similar state law and cannot be transferred or assigned except in certain limited circumstances set forth in the Fund's Limited Liability Company Operating Agreement (the "Operating Agreement"). The Investor understands that redemption of the interests is hereby subscribing;restricted and that no market will exist for the resale of such securities. The Investor understands that redemption of interests is restricted as summarized under "Redemptions, Assignments, and Distributions" in the Memorandum. f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority has made The Investor and the Investor's purchaser representative, if any, have been furnished with any finding or determination materials relating to the fairness for investment Fund, its operation, the private placement of Interests, the commodity experience of the Stockofficers of the Managing Member and Sub-Advisor of the Fund (the "Sub-Advisor"), the performance record of the trading method to be utilized by the Managing Member and Sub-Advisor and any other matter relating to this private placement which they have requested; the Investor and the Investor's purchaser representative, if any, have received answers to all inquiries put to the Managing Member and its principals; and the Investor and the Investor's purchaser representative, if any, have been afforded the opportunity to ask questions and obtain any additional information necessary to verify the accuracy of any representation or information set forth in the Memorandum. g. The Investor has relied only on the information in the Memorandum and any information furnished or made available to the Investor pursuant to paragraph (iif) no state or federal government authority has recommended or will recommend the investment;above in determining to subscribe for an Interest. h. The foregoing representations Investor is not required to be registered with the Commodity Futures Trading Commission ("CFTC") in any capacity under the Commodity Exchange Act, as amended (the "CEA"), and warranties shall the CFTC's rules to be true so registered and accurate as the Investor is not a commodity pool subject to the disclosure requirements of Part 4 of the date hereof CFTC's rules; or, in the alternative, the Investor is properly registered with the CFTC in all capacities in which it is required to be registered under the CEA and the CFTC's rules. i. All the information which the Investor has furnished to the Managing Member in the Purchaser Questionnaire, or which is set forth herein, is correct and complete as of the date of delivery this Agreement, and if there should be any material change in such information prior to the Investor's admission as a Member the Investor will immediately furnish such revised or corrected information to the Managing Member or if there should be any material change in such information at any time while the Investor's is a Member the Investor will notify the Managing Member within 30 calendar days. j. The Investor, if not a benefit plan investor as described in Section 3 below on the date this Subscription Agreement is signed, agrees to notify the Managing Member immediately if the Investor becomes a benefit plan investor. k. The Investor agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Fund or the offering of the SubscriberInterests, and that it is only on the basis of such representations and warranties that the Managing Member may be willing to accept the Investor's payment subscription for Interests. l. Under penalties of perjury, the Investor represents warrants and certifies that the Investor is not subject to "backup withholding" pursuant to Section 3406 of the Stock Internal Revenue Code of 1986, as amended (the "Code"), and shall survive such deliverythat the Investor has provided the Investor's correct tax identification number below. m. The Investor acknowledges that the Investor has been advised to consult with the Investor's own attorney regarding legal matters concerning the Fund and to consult with the Investor's tax adviser regarding the tax consequences of participating in the Fund.

Representations and Warranties of Subscriber. To induce the Company to accept Subscriber’s Membership Interest under the Company’s subscription Offering as provided herein, the Subscriber hereby represents and warrants as follows: (a) The undersigned understands the Offering and sale of the Membership Interest is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and, in accordance therewith and in furtherance thereof, the undersigned represents and warrants to and agrees with the Corporation thatCompany as follows: a. No offer, offer to sell, offer for sale, or prospect of sale was made to the Subscriber by means of general solicitation or general advertising, and the Subscriber (i) is familiar with The undersigned has been provided certain information from the business Company regarding the Company, has carefully reviewed and affairs of understands the Corporationsuch information and has had the opportunity to show to and discuss with, his or her attorney, accountant and financial advisor, all such information; (ii) has not The undersigned understands that all other documents, records and books pertaining to this investment have been furnished any offering literature made available for inspection by him or prospectus relating to the offering of the Stockher, other than the his or her attorney, his or her accountant and his or her financial reports of the Corporation, and advisor; (iii) has been furnished with all information including an adequate The undersigned and/or his or her advisor(s) have had a reasonable opportunity to ask any questions of officers and receive information and answers from a person or persons acting on behalf of the Corporation Company concerning the StockOffering of the Membership Interests; and all such questions have been answered and all such information has been provided to the full satisfaction of the undersigned; (iv) The undersigned is not subscribing for Membership Interest as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally; (v) If the undersigned is a natural person, the business and operations undersigned has reached the age of majority in the Corporationstate in which the undersigned resides, the use has adequate means of proceeds and any other matter necessary providing for the purpose undersigned’s current needs and personal contingencies, is able to bear the substantial economic risks of making an informed investment decisionin the Membership Interest for an indefinite period of time, has no need for liquidity in such investment and could afford a complete loss of such investment; b. Subscriber, or the Subscriber's Representative or Financial Advisor, (vi) The undersigned has such knowledge and experience in financial financial, tax and business matters so as to enable him or her to utilize the information made available to him or her in connection with the Offering of the Membership Interest in order to evaluate the merits and risks of an investment in the Stock Membership Interest and to make an informed investment decision with respect theretothereto and, therefore, he or she is not relying upon the advice of a purchaser representative in making a final investment decision to purchase the Membership Interest; c. Subscriber (vii) The undersigned is not relying on the Company or the materials delivered to the undersigned with respect to the tax and other economic considerations of the undersigned relating to this investment. In regard to such considerations, the investor has relied on the advice of, or has consulted with, only his or her own professional advisors who are unaffiliated with and who are not directly or indirectly compensated by the Company; (viii) The undersigned is acquiring the Membership Interest solely for his or her own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Membership Interest; and (ix) The undersigned will not sell or otherwise transfer the Membership Interest without registration under the Securities Act or an exemption therefrom, and fully understands and has conducted an independent review evaluating the merits and risks of an investment in the Stock including the potential tax consequences of such investment; d. Subscriber, agrees: that he or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters of the sort encompassed by this transaction; e. Subscriber is a person who is able to she must bear the economic risk of an investment in the Corporation, can afford to hold the Stock his or her purchase for an indefinite period of time because, among other reasons, the Membership Interest has not been registered under the Securities Act or under the securities laws of certain states; that the Membership Interest are subject to additional restrictions on transfer; and can afford a complete loss of that the investment Company is not under any obligation to register the Membership Interest on his or her behalf or to assist the undersigned in the Corporation for which complying with any exemption from registration. (b) The Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands realizes that (i) no the purchase of the Membership Interest is a speculative investment involving a high degree of risk; (ii) the economic benefits that may be derived therefrom are uncertain; and (iii) the total amount of the Subscriber’s investment could be lost. (c) If the undersigned is a corporation, partnership, trust or other entity, it is authorized and qualified to subscribe to the Membership Interest, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (d) If the undersigned is purchasing the Membership Interest subscribed for hereby in a representative or fiduciary capacity, the representations and warranties contained herein (and in any other written statement or document delivered to the Company in connection herewith) shall be deemed to have been made on behalf of the person or persons for whom such Membership Interest is being purchased. (e) All information the undersigned has heretofore furnished and furnishes herewith to the Company and any other information with respect to his financial position and business experience is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information prior to the Company’s acceptance or rejection of the Subscription, he or she will immediately furnish such revised or corrected information to the Company. (f) The foregoing representations, warranties and agreements, together with all other representations and warranties made or given by the undersigned to the Company in any other written statement or document delivered in connection with the Transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the Company’s acceptance of this Subscription as if made on and as of such date and shall survive such date. (g) The Subscriber acknowledges and understands that neither the United States Securities and Exchange Commission (the “SEC”) nor any securities administrator of any state or federal government authority has made any finding or determination relating to the fairness for of an investment in the Membership Interest and that neither the SEC nor any securities administrator of the Stock, and (ii) no any state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate as or endorse any offering of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such deliverysecurities.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants to the Corporation thatCompany and its officers, agents, directors, counsel and affiliates (collectively, "Representatives"), as follows: a. No offer(a) The Subscriber understands the Shares are being issued without registration under the Securities Act of 1933, offer as amended (the "Act") or under any state securities laws, including those of the State of Indiana, in reliance upon various exemptions from the registration requirements of the Act, including the private offering exemptions contained in Section 4(2) of the Act, and Regulation D promulgated thereunder, and such state laws, and that such reliance is based in part on the information herein supplied. For the foregoing reasons, and to sellinduce the Company to issue and deliver the Shares to the Subscriber, offer the Subscriber makes the representations and warranties contained herein to the Company and each of the Representatives. (b) The purchase of the Shares will be solely for salethe account of the Subscriber with its own funds, and not for the account of any other person, and for investment purposes only, and not with a view toward resale, assignment, fractionalization, or prospect of sale was made to the distribution thereof. (c) The Subscriber by means of general solicitation or general advertising, and the Subscriber understands that (i) is familiar with there are restrictions on the business and affairs transferability of the Corporation, Shares; (ii) has not been furnished any offering literature or prospectus relating to the offering of Subscriber must bear the Stock, other than the financial reports of the Corporation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in financial and business matters to evaluate the merits and risks economic risk of an investment in the Stock Shares for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration is available; (iii) the Subscriber has no right to compel registration under the Act and the Company has no present intention of registering the Shares under the Act or to take the actions required to make an informed investment decision with respect thereto; c. Subscriber understands and has conducted an independent review evaluating Rule 144 under the merits and risks of an investment in the Stock including the potential tax consequences of such investment; d. Subscriber, or the Subscriber's Representative or Financial Advisor, has knowledge of finance, securities and investments generally, and experience and skill in investments and business matters Act available for resale of the sort encompassed by this transaction;Shares; and (iv) under no circumstances will the Subscriber be able to sell, transfer, assign, hypothecate or pledge all or any portion of the Shares without the prior written consent of the Company. e. (d) The Subscriber is a person who is able to bear the economic risk of an investment in the CorporationShares. In making this statement, consideration has been given to whether the Subscriber can afford to hold the Stock investment for an indefinite period of time and whether it can afford a complete loss of its investment. (e) Except as set forth in the Due Diligence Information Requested by the Subscriber ("Company Materials"), a copy of which the Subscriber acknowledges it has received and carefully reviewed, no representations and warranties, oral or otherwise, have been made to the Subscriber by the Company, any of the Representatives or any agent, employee or affiliate of the Company, or any other person, whether or not associated with this offering, and in entering into this transaction, the Subscriber is not relying upon any information, other than that contained in the Company Materials and the results of its own independent investigation. (f) The Subscriber has had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on their behalf, concerning the terms and conditions of this investment; and all such questions have been answered to the full satisfaction of the Subscriber, none of which answers is in any way inconsistent with the Company Materials. (g) The Subscriber has sufficient knowledge and experience in business, real estate, law and financial matters to evaluate and understand the merits and risks of an investment in the Corporation for which Company. (h) The Subscriber is hereby subscribing;a corporation duly organized and in good standing under the laws of the State of New Jersey and is qualified as a foreign corporation and in good standing under the laws of any and all other states and jurisdictions where the nature of its business and operations make such qualification necessary or appropriate. The Subscriber has the authority and power to enter into this Agreement, and this Agreement is the legal, valid, and binding obligation of the Subscriber. The person executing this Agreement is an officer of the Subscriber with full authority to execute and deliver this Agreement and to bind the Subscriber to its obligations hereunder. f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority The Subscriber is aware that the Company has made any finding or determination relating a limited financial and operating history. (j) The Taxpayer Identification Number furnished below is correct and the Subscriber is not subject to the fairness for investment back-up withholding provisions of Section 3406 of the StockInternal Revenue Code of 1986, as amended. (k) The information contained herein is true, accurate and (ii) no state or federal government authority has recommended or will recommend complete and may be relied upon by the investment; h. The foregoing representations Company and warranties shall be true and accurate as each of the date hereof and as Representatives. The Subscriber will notify the Company immediately if any of such information becomes inaccurate, incomplete or misleading prior to the date acceptance of delivery of the Subscriber's payment of the Stock and shall survive such deliverythis Subscription.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to Seller and each other person who is, or in the Corporation thatfuture becomes, a shareholder of Seller as follows: a. No offer(a) Subscriber is acquiring the Units for its own account, offer to sell, offer for saleinvestment and not with a view to, or prospect for resale in connection with, any distribution or public offering thereof within the meaning of sale was made to the Securities Act and applicable state securities laws; (b) Subscriber by means of general solicitation or general advertising, and the Subscriber understands that (i) the Units (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) Subscriber must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is familiar with registered under the Securities Act and applicable state securities laws or is exempt therefrom under Rule 144 of the Securities Act. Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of Subscriber expressed herein. (c) Seller has made available to Subscriber, and Subscriber has reviewed to the extent it deemed necessary, all information regarding the business and affairs financial condition of Seller, its expected plans for future business activities, the Corporation, (ii) has not been furnished any offering literature or prospectus relating to the offering status of the Stock, other than the financial reports of the Corporationits litigation, and (iii) has been furnished with all information including an adequate opportunity to ask any questions of officers of the Corporation concerning the Stock, the business and operations of the Corporation, the use of proceeds and any other matter necessary for the purpose of making an informed investment decision; b. Subscriber, or the Subscriber's Representative or Financial Advisor, has such knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Stock and Units, considered necessary or appropriate by it in order to make an informed investment decision regarding a purchase of the Units, including the following: its Articles of Incorporation and Bylaws, its tax returns for the last three calendar years, the description of its products and operations on the website of Seller at w▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and in the Opportunity Summary prepared by Venture 2, and its trading information and capitalization at w▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, call letters IMMD (collectively, the “Disclosure Materials”), and Subscriber has had the opportunity to request and/or discuss with respect thereto;representatives of Seller any other information deemed necessary or appropriate by Subscriber in order to make an informed investment decision regarding the purchase of the Units at the Offering Price. Subscriber acknowledges that all documents, records or books of Seller have been made available for inspection by Subscriber or Subscriber’s attorney, accountant or other representative or agent; that Subscriber or Subscriber’s attorney, accountant or other representative or agent has for a reasonable amount of time had an opportunity to ask questions of and receive answers from Seller concerning its proposed business and prospects; and that all of such questions have been answered to the full satisfaction of Subscriber. c. (d) Subscriber understands has knowledge, skill and has conducted experience in financial, business and investment matters relating to an independent review investment of this type and is capable of evaluating the merits and risks of an such investment and protecting its interest in connection with the acquisition of the Units. To the extent deemed necessary by Subscriber, Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Units and their suitability for Subscriber. Subscriber has the ability to bear the economic risks of its investment in Seller, including a complete loss of the investment, and has no need for liquidity in such investment. Subscriber understands that the acquisition of the Units is a speculative investment that involves substantial risks and that Subscriber could lose its entire investment in the Units. Subscriber has carefully read and considered particularly the following risks peculiar to Seller, which list does not purport to be complete: (i) The Offering Price is not necessarily based on recent trading prices or any asset or earnings valuation per share of Seller’s Stock including on the potential tax consequences Warrant, but has been determined by the Board of such investment;Directors of Seller to represent the fair market value of a Unit. d. Subscriber(ii) Seller may issue additional shares of Stock at prices that management deems appropriate but may be less than the Offering Price per Unit paid by Subscribers. In addition, Seller may create and issue additional classes of capital stock with rights, priorities and liquidation premiums different or greater than those held by Subscribers. The issuance of additional shares of Stock may dilute the ownership interest of Subscribers in Seller. (iii) The business of Seller is dependent on the services of Mr. M▇▇▇ ▇▇▇▇▇▇▇▇▇▇, its President, and Chief Executive Officer, and S▇▇▇ ▇▇▇▇▇▇▇, M.D., PhD, its Chief Medical Officer, each of whom possesses significant expertise and knowledge regarding the business of Seller. Seller does not have an employment agreement with either M▇. ▇▇▇▇▇▇▇▇▇▇ or Dr. D▇. ▇▇▇▇▇▇▇, nor does it carry key man life insurance on either of them. Any loss or interruption of the services of either of them could significantly reduce Seller’s ability to manage effectively its business, and an appropriate replacement may not be readily obtained should the need arise. (iv) There is only a limited public market for the Stock, so there can be no assurance that Subscriber will be able to sell or dispose of the shares of Stock, or shares into which the Subscriber's Representative or Financial AdvisorWarrants are converted, has knowledge of finance, securities and investments generallyat any time. Subscriber must hold the shares for at least six months, and experience and skill any public disposition thereafter must be made in investments and business matters compliance with Rule 144 under the Securities Act of 1933. Seller is under no obligation to make the sort encompassed by this transaction; e. provisions of Rule 144 available to Subscriber; therefore a Subscriber is a person who is must be able to bear the economic risk of the investment for an indefinite period of time. (v) Although Seller recently completed successfully a major trial regarding the ownership of patents, the defendant has filed a notice of appeal. In addition, there can be no assurance that new litigation will not arise on related patent issues. Certain litigation involving S▇▇▇▇▇’s patents is still pending, although Seller had been advised by counsel that the outcome should have an immaterial effect on its business. (vi) Many other companies offering nutritional supplements and skin car products are larger and have greater resources than Seller. These competitors are better able to withstand industry downturns, compete on the basis of price, market their products to a broader base and develop new products and technologies, all of which could affect our revenue and profitability. (vii) Seller’s products are currently regulated by the Dietary Supplement Health and Education Act of 1994 which requires certain labeling but does not require FDA approval processes as for drugs. If regulations are extended to cover Seller’s products, the costs associated with marketing Seller’s products will increase. (e) In making this investment decision, Subscriber is relying solely on the Disclosure Materials and investigations made by it and its representatives. The offer to purchase the Units was communicated to Subscriber in such a manner that it was able to ask questions of and receive answers from the management of Seller concerning the terms and conditions of the proposed transaction, and at no time was Subscriber presented with or solicited by or through any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general or public advertising or solicitation. (f) Subscriber acknowledges that it has been advised that the Units offered hereby have not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by Seller. The Units have not been recommended or endorsed by any federal or state securities commission or regulatory authority, nor have such authorities confirmed the accuracy or determined the adequacy of any representation. (g) Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by Seller or any officer, director, employee, agent or representative of Seller, expressly or by implication, as to (i) the approximate or exact length of time that Subscriber will be required to remain a shareholder of Seller; (ii) the percentage of gain or loss to be realized, if any, as a result of this investment; (iii) when or if the price per share of Stock will make conversion of the Warrants economically feasible; or (iv) that the past performance or experience on the part of Seller, or any future expectations, will in any way indicate the predictable results of the ownership of Units or of the overall financial performance of Seller; (h) Subscriber represents and warrants that it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and Subscriber has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A. (i) Subscriber’s subscription and payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other law, nor result in the breach of or constitute a default under any agreement, instrument, law or court decree to which Subscriber is a party or by which it is bound. (j) If Subscriber is a natural person, Subscriber has reached the age of majority in the state in which Subscriber resides, maintains his or her domicile at the address shown on the signature page hereof, and the funds provided for acquiring the Units are either separate property or community property over which Subscriber has the right of control or are otherwise funds as to which it has the sole right of management. (k) If this Agreement is executed and delivered on behalf of a partnership, corporation, trust, estate or other entity (an “Entity”): (i) such Entity has the full legal right and power and all authority and approval required to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such Entity in connection with the purchase of the Units and to purchase and hold such Units, (ii) the signature of the party signing on behalf of such Entity is binding upon such Entity; and (iii) such Entity has not been formed for the specific purpose of acquiring such Units, unless each beneficial owner of such entity is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has submitted information substantiating such individual qualification. (l) If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Stock poses additional risks including the inability to use losses generated by an investment in the Corporation, can afford Stock to hold the Stock for an indefinite period and can afford a complete loss of the investment in the Corporation for which Subscriber is hereby subscribing; f. Subscriber recognizes that it is a speculative venture; g. Subscriber understands that (i) no state or federal government authority has made any finding or determination relating to the fairness for investment of the Stock, and (ii) no state or federal government authority has recommended or will recommend the investment; h. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of delivery of the Subscriber's payment of the Stock and shall survive such deliveryoffset taxable income.