Common use of Acknowledgements and Covenants Clause in Contracts

Acknowledgements and Covenants. The Subscriber acknowledges and agrees that: (a) No federal or state agency has passed on, recommended or endorsed the merits of the shares of Common Stock or this Offering or made any findings or determination as to the fairness of this investment. (b) The shares of Common Stock have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Securities Act and such laws, and the shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated or otherwise disposed of, in whole or in part, in the absence of an effective registration statement applicable thereto under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available. 7 Beneficial owners include, but are limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in an investment fund, including indirect investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Subscriber in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. Publicly traded companies need not conduct due diligence as to their beneficial owners. (c) The Subscriber agrees and understands that the Subscriber will not sell, transfer, assign or otherwise dispose of the shares of Common Stock or any interest therein unless and until the Subscriber (i) complies with (x) all applicable requirements of federal and state securities laws and (ii) any requirements contained in any shareholder agreement or other agreement to which the Subscriber is a party; and (ii) in the absence of an effective registration statement, provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the shares of Common Stock may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, and without violation of any applicable state securities laws (including any investor suitability standards). (d) The Subscriber has been furnished any and all materials that the Subscriber has requested relating to the Company or the Offering of the shares of Common Stock, and the Subscriber has been afforded the unrestricted opportunity to ask questions of the management of the Company concerning the terms and conditions of its commitment to purchase, and purchase, of the shares of Common Stock and to obtain any additional information necessary to verify the accuracy of the information provided to the Subscriber. The Subscriber understands that such material is current information about the Company and its Subsidiaries, is subject to completion and does not in any way guarantee future performance or the completion of future proposed events discussed in such material. (e) Subscriber has received confidential information in connection with Subscriber’s potential investment in the Company and the proposed operations of the Company, which was prepared by the Company. Subscriber understands that such confidential information contains “forward-looking statements” (as such term is defined in Section 27A of the Securities Act). Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements, and include any statement containing a projection of revenues, income (including income loss), earnings (including earnings loss), capital expenditures, dividends, capital structure, or other financial items and statements of the plans and objectives of management for future operations. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS “MAY,” “COULD,” “WOULD,” “SHALL,” “SHOULD,” “BELIEVE,” “EXPECT,” “ANTICIPATE,” “PLAN,” “ESTIMATE,” “TARGET,” “PROJECT,” “INTEND,” OR SIMILAR EXPRESSIONS. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND ARE NOT GUARANTEES OF PERFORMANCE. SUBSCRIBER UNDERSTANDS THAT THESE STATEMENTS ARE BASED ON MANAGEMENT OF THE COMPANY’S BELIEFS AND ASSUMPTIONS, WHICH IN TURN ARE BASED ON CURRENTLY AVAILABLE INFORMATION, AND THAT IMPORTANT ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, ASSUMPTIONS REGARDING THE ABILITY OF THE COMPANY TO MARKET AND SELL IT’S PROPRIETARY TECHNOLOGIES, THE TIMING AND COST OF PLANNED EXPENDITURES, COMPETITIVE CONDITIONS AND GENERAL ECONOMIC CONDITIONS. SUBSCRIBER UNDERSTANDS THAT THESE ASSUMPTIONS COULD PROVE INACCURATE. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ALSO INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, WHICH INVARIABLY WILL CAUSE ACTUAL RESULTS THAT DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT, AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S ABILITY TO CONTROL OR PREDICT. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT NO ASSURANCE HAS BEEN GIVEN BY THE COMPANY OR ANY OF ITS PERSONNEL OR REPRESENTATIVES THAT THE COMPANY’S TARGET OF FUTURE PERFORMANCE WILL BE REALIZED, THAT THE COMPANY WILL OPERATE PROFITABLY OR THAT THE SUBSCRIBER WILL RECEIVE THE RETURN OF ALL OR ANY PART OF ITS INVESTMENT HEREIN. (f) The Subscriber has carefully considered the numerous risks associated with an investment of this type. Subscriber further acknowledges that the occurrence of any of these risks could have a material and adverse impact on the Company’s business and prospects. (g) The Subscriber understands that the shares of Common Stock are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the shares of Common Stock. (h) The Subscriber understands that the Subscriber is not entitled to cancel, terminate or revoke this subscription upon acceptance by the Company.

Acknowledgements and Covenants. The Subscriber acknowledges and agrees that: (a) No federal or state agency has passed on, recommended or endorsed the merits of the shares of Common Stock and Warrant or this Offering or made any findings or determination as to the fairness of this investment. (b) The shares of Common Stock have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Securities Act and such laws, and the shares of Common Stock and Warrant may not be sold, transferred, assigned, pledged or hypothecated or otherwise disposed of, in whole or in part, in the absence of an effective registration statement applicable thereto under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available. 7 Beneficial owners include, but are limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in an investment fund, including indirect investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Subscriber in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. Publicly traded companies need not conduct due diligence as to their beneficial owners. (c) The Subscriber agrees and understands that the Subscriber will not sell, transfer, assign or otherwise dispose of the shares of Common Stock or Warrant any interest therein unless and until the Subscriber (i) complies with (x) all applicable requirements of federal and state securities laws and (ii) any requirements contained in any shareholder agreement or other agreement to which the Subscriber is a party; and (ii) in the absence of an effective registration statement, provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the shares of Common Stock and Warrant may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, and without violation of any applicable state securities laws (including any investor suitability standards). (d) The Subscriber is aware that (i) the Company is an early stage publicly listed company on the Nasdaq market (Nasdaq: STAB) with limited revenue to date; (ii) investment in the Company involves a high degree of risk of total loss of investment incidental to the purchase of the shares of Common Stock, (iii) there is lack of liquidity and substantial restrictions on transferability of the shares of Common Stock and Warrant or any other interest in the Company and (iv) although the Company is currently exploring potential strategic relationships, none of such strategic transactions may materialize. (e) The Subscriber has been furnished any and all materials that the Subscriber has requested relating to the Company or the Offering of the shares of Common StockStock and Warrant, and the Subscriber has been afforded the unrestricted opportunity to ask questions of the management of the Company concerning the terms and conditions of its commitment to purchase, and purchase, of the shares of Common Stock and Warrant to obtain any additional information necessary to verify the accuracy of the information provided to the Subscriber. The Subscriber understands that such material is current information about the Company and its Subsidiaries, is subject to completion and does not in any way guarantee future performance or the completion of future proposed events discussed in such material. (ef) Subscriber has received confidential information in connection with Subscriber’s potential investment in the Company and the proposed operations of the Company, which was prepared by the Company. Subscriber understands that such confidential information contains “forward-looking statements” (as such term is defined in Section 27A of the Securities Act). Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking forward‑looking statements, and include any statement containing a projection of revenues, income (including income loss), earnings (including earnings loss), capital expenditures, dividends, capital structure, or other financial items and statements of the plans and objectives of management for future operations. FORWARD-LOOKING FORWARD‑LOOKING STATEMENTS INCLUDE STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS “MAY,” “COULD,” “WOULD,” “SHALL,” “SHOULD,” “BELIEVE,” “EXPECT,” “ANTICIPATE,” “PLAN,” “ESTIMATE,” “TARGET,” “PROJECT,” “INTEND,” OR SIMILAR EXPRESSIONS. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND ARE NOT GUARANTEES OF PERFORMANCE. SUBSCRIBER UNDERSTANDS THAT THESE STATEMENTS ARE BASED ON MANAGEMENT OF THE COMPANY’S BELIEFS AND ASSUMPTIONS, WHICH IN TURN ARE BASED ON CURRENTLY AVAILABLE INFORMATION, AND THAT IMPORTANT ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, ASSUMPTIONS REGARDING THE ABILITY OF THE COMPANY TO MARKET AND SELL IT’S PROPRIETARY TECHNOLOGIES, THE TIMING AND COST OF PLANNED EXPENDITURES, COMPETITIVE CONDITIONS AND GENERAL ECONOMIC CONDITIONS. SUBSCRIBER UNDERSTANDS THAT THESE ASSUMPTIONS COULD PROVE INACCURATE. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ALSO INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, WHICH INVARIABLY WILL CAUSE ACTUAL RESULTS THAT DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT, AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S ABILITY TO CONTROL OR PREDICT. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT NO ASSURANCE HAS BEEN GIVEN BY THE COMPANY OR ANY OF ITS PERSONNEL OR REPRESENTATIVES THAT THE COMPANY’S TARGET OF FUTURE PERFORMANCE WILL BE REALIZED, REALIZED THAT THE COMPANY WILL OPERATE PROFITABLY OR THAT THE SUBSCRIBER WILL RECEIVE THE RETURN OF ALL OR ANY PART OF ITS INVESTMENT HEREIN. (fg) The Subscriber and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by the Subscriber as it has deemed necessary or appropriate to conduct its due diligence investigation. The Subscriber has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company. The Subscriber and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Subscriber or its advisors, if any, or its representatives shall modify, amend or affect the Subscriber’s right to rely on the Company’s representations and warranties contained herein and the truth, accuracy, and completeness thereof. The Subscriber understands that its investment in the Securities involves a high degree of risk and represents and warrants that it is able to bear the economic risk and complete loss of such investment. The Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Subscriber has carefully considered the numerous risks associated with an investment of this type, including without limitation those risks set forth in the Company’s reports, schedules, forms, statements and other documents required to be filed by it (the “SEC Documents”) with the Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the 1934 Act. The Subscriber understands that the Company cannot assure Subscriber that any of the events discussed in such risk factors will not occur. Subscriber further acknowledges that the occurrence of any of these risks could have a material and adverse impact on the Company’s business and prospects. (gh) The Subscriber understands that the shares of Common Stock and Warrants are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the shares of Common StockStock and Warrants. (hi) The Subscriber understands that the Subscriber is not entitled to cancel, terminate or revoke this subscription upon acceptance by the Company.

Acknowledgements and Covenants. The Subscriber acknowledges and agrees that: (a) No federal In connection with the Contributions, and the other transactions related thereto or state agency has passed oncontemplated hereby, recommended each Investor acknowledges, covenants and agrees as follows: Other than as contemplated by the Contributions or endorsed as expressly permitted by the merits Support Agreement to which such Investor is a party, such Investor agrees (and, from and after the First Contribution, agrees to cause EH Aggregator) not to sell or otherwise transfer any of the shares Contributed EH Shares or the EH Aggregator Interests or sell any other equity interests, options, warrants, calls, subscriptions or other rights in any of Common Stock the Contributed EH Shares or the EH Aggregator Interests from the time such Investor executes this Offering or made any findings or determination as to Agreement until the fairness earlier of the consummation of the transactions contemplated by the Transaction Agreement and the termination of this investmentAgreement in accordance with its terms. (b) The shares Each Investor shall, upon request by ▇▇▇▇▇▇, reasonably promptly provide Parent with the tax basis of Common Stock have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements such Investor’s Contributed EH Shares as of the Securities Act date of the Contributions and such laws, and the shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated or otherwise disposed of, in whole or in part, in the absence of an effective registration statement applicable thereto under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available. 7 Beneficial owners include, but are limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in an investment fund, including indirect investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; information reasonably requested by Parent in connection with the preparation and (x) any person being represented by the Subscriber in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. Publicly traded companies need not conduct due diligence as to their beneficial ownersfiling of JV Co’s tax returns. (c) The Subscriber agrees Each Investor, on behalf of itself, EH Aggregator and understands that the Subscriber will not sellany other beneficial owner of such Investor’s Contributed EH Shares, transfer, assign or otherwise dispose of the shares of Common Stock or any interest therein unless and until the Subscriber hereby (i) complies with (x) all applicable requirements waives and agrees not to exercise any rights of federal and state securities laws appraisal or rights to dissent from the Merger that such Investor or EH Aggregator may have and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any requirements contained class in any shareholder agreement class action with respect to, any action or other agreement to which the Subscriber is a party; and (ii) in the absence of an effective registration statementclaim, provides derivative or otherwise, against Parent, Merger Sub, the Company with an opinion or any of counsel which is satisfactory their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the Company (both as to negotiation, execution or delivery of this Agreement or the issuer Transaction Agreement or the consummation of the opinion and Merger, including any claim (A) challenging the form and substance thereof) that validity of, or seeking to enjoin the shares operation of, any provision of Common Stock may be sold, transferred, assigned, pledged, hypothecated this Agreement or otherwise disposed of without registration under the Securities Act, and without violation of any applicable state securities laws Transaction Agreement (including any investor suitability standards)claim seeking to enjoin or delay the closing of the Merger) or (B) alleging a breach of any fiduciary duty of the Company Board in connection with the Transaction Agreement or the transactions contemplated thereby; provided that nothing in this Section 3.2(c) shall restrict or prohibit such Investor or EH Aggregator (on behalf of such Investor) from asserting (x) its right to receive the Merger Consideration in accordance with the Transaction Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Transaction Agreement, or from enforcing its rights under this Agreement. Such Investor has received and reviewed a copy of the Transaction Agreement. Such Investor understands and acknowledges that Parent and Merger Sub are entering into the Transaction Agreement in reliance upon such Investor’s execution, delivery and performance of this Agreement and the representations, warranties, covenants and other agreements of such Investor contained herein. (d) The Subscriber has been furnished any For United States federal (and applicable state and local) income tax purposes, the Parties intend that (i) the contribution of Company Common Stock by each Investor to EH Aggregator in exchange for the consideration set forth in Section 1.4.1 pursuant to this Agreement will, together with all materials that the Subscriber has requested relating other contributions of Company Common Stock to the Company or the Offering EH Aggregator pursuant to all other Rollover Agreements to which EH Aggregator is a party, be treated as a contribution of property to (A) if a Blocker Election is made, a corporation in exchange for an equity interest in a corporation and other property as described in Section 351(a) of the Code, or (B) if a Blocker Election is not made, a partnership in exchange for an equity interest in a partnership as described in Section 721(a) of the Code, and (ii) the contribution of shares of Company Common Stock, and the Subscriber has been afforded the unrestricted opportunity Stock by EH Aggregator to ask questions JV Co in exchange for equity interests of JV Co pursuant to this Agreement will be treated as a contribution of property to a partnership in exchange for an equity interest in a partnership as described in Section 721(a) of the management of the Company concerning the terms and conditions of its commitment to purchase, and purchase, of the shares of Common Stock and to obtain any additional information necessary to verify the accuracy of the information provided to the Subscriber. The Subscriber understands that such material is current information about the Company and its Subsidiaries, is subject to completion and does not in any way guarantee future performance or the completion of future proposed events discussed in such materialCode. (e) Subscriber has received confidential information Each Party hereby agrees to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the each other in connection with Subscriber’s potential investment in doing all things necessary, proper or advisable under applicable Laws, to consummate and make effective, the Company Contributions and the proposed operations of other transactions contemplated hereunder, including negotiating in good faith and executing and delivering the CompanyEH Aggregator LLC Agreement and such other agreements, which was prepared documents and instruments as may be agreed to reasonably by the Company. Subscriber understands that such confidential information contains “forward-looking statements” (as such term is defined in Section 27A of the Securities Act). Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements, and include any statement containing a projection of revenues, income (including income loss), earnings (including earnings loss), capital expenditures, dividends, capital structure, or other financial items and statements of the plans and objectives of management for future operations. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS “MAY,” “COULD,” “WOULD,” “SHALL,” “SHOULD,” “BELIEVE,” “EXPECT,” “ANTICIPATE,” “PLAN,” “ESTIMATE,” “TARGET,” “PROJECT,” “INTEND,” OR SIMILAR EXPRESSIONS. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND ARE NOT GUARANTEES OF PERFORMANCE. SUBSCRIBER UNDERSTANDS THAT THESE STATEMENTS ARE BASED ON MANAGEMENT OF THE COMPANY’S BELIEFS AND ASSUMPTIONS, WHICH IN TURN ARE BASED ON CURRENTLY AVAILABLE INFORMATION, AND THAT IMPORTANT ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, ASSUMPTIONS REGARDING THE ABILITY OF THE COMPANY TO MARKET AND SELL IT’S PROPRIETARY TECHNOLOGIES, THE TIMING AND COST OF PLANNED EXPENDITURES, COMPETITIVE CONDITIONS AND GENERAL ECONOMIC CONDITIONS. SUBSCRIBER UNDERSTANDS THAT THESE ASSUMPTIONS COULD PROVE INACCURATE. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ALSO INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, WHICH INVARIABLY WILL CAUSE ACTUAL RESULTS THAT DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT, AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S ABILITY TO CONTROL OR PREDICT. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT NO ASSURANCE HAS BEEN GIVEN BY THE COMPANY OR ANY OF ITS PERSONNEL OR REPRESENTATIVES THAT THE COMPANY’S TARGET OF FUTURE PERFORMANCE WILL BE REALIZED, THAT THE COMPANY WILL OPERATE PROFITABLY OR THAT THE SUBSCRIBER WILL RECEIVE THE RETURN OF ALL OR ANY PART OF ITS INVESTMENT HEREINParties. (f) The Subscriber has carefully considered the numerous risks associated with an investment of this type. Subscriber further acknowledges that the occurrence of any of these risks could have a material and adverse impact on the Company’s business and prospects. (g) The Subscriber understands that the shares of Common Stock are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the shares of Common Stock. (h) The Subscriber understands that the Subscriber is not entitled to cancel, terminate or revoke this subscription upon acceptance by the Company.

Acknowledgements and Covenants. of the Subscriber The Subscriber hereby acknowledges and agrees that: : (a) No federal or state agency has passed onthis subscription is irrevocable, recommended or endorsed the merits of the shares of Common Stock or this Offering or made any findings or determination as to the fairness of this investment. unconditional, irrevocable and non- transferable; (b) The shares no prospectus has been filed by the Corporation with any of Common Stock have not been registered under the Securities Act securities regulatory authorities of the of Canada or any applicable state securities laws by reason the United States in connection with the issuance of exemptions the Subscriber's Units; (c) the issuance of the Subscriber's Units is exempt from the registration prospectus requirements of the Securities Act and such laws, (British Columbia and the shares rules promulgated thereunder, together with the prospectus requirements of Common Stock may not be soldany other applicable securities legislation and, transferred, assigned, pledged or hypothecated or otherwise disposed of, in whole or in part, in the absence of an effective registration statement applicable thereto under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available. 7 Beneficial owners include, but are limited toas a result: (i) shareholders the Subscriber is restricted from using certain of a corporationthe civil remedies available under applicable securities laws; (ii) partners of a partnershipthe Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under applicable securities laws; and (iii) members of a limited liability companythe Subscriber is relieved from certain obligations that would otherwise apply under applicable securities laws; (ivd) investors the Subscriber will notify the Corporation immediately of any change in an investment fundany representation, including indirect investors in a fund-of-fundswarranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing; (ve) the grantor offer and sale to the Subscriber of a revocable the Subscriber's Units were not made through an advertisement of the Units in printed media of general and regular paid circulation, radio or grantor trusttelevision or any other form of advertisement; (vif) the beneficiaries of an irrevocable trustSubscriber will comply with the resale restrictions applicable to the Units; (viig) the individual who established an IRA; Subscriber has been advised to consult its own legal advisers with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (viii) and the participant Corporation is not, in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented manner, responsible for ensuring compliance by the Subscriber in an agentwith such restrictions); (h) Bull, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. Publicly traded companies need not conduct due diligence Housser & ▇▇▇▇▇▇ has acted as to their beneficial owners. (c) The Subscriber agrees and understands that the Subscriber will not sell, transfer, assign or otherwise dispose of the shares of Common Stock or any interest therein unless and until the Subscriber (i) complies with (x) all applicable requirements of federal and state securities laws and (ii) any requirements contained in any shareholder agreement or other agreement to which the Subscriber is a party; and (ii) in the absence of an effective registration statement, provides the Company with an opinion of legal counsel which is satisfactory to the Company (both as to Corporation in connection with this Subscription Agreement and has not acted for the issuer of the opinion and the form and substance thereof) that the shares of Common Stock may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, and without violation of any applicable state securities laws (including any investor suitability standards). (d) The Subscriber has been furnished any and all materials that the Subscriber has requested relating to the Company or the Offering of the shares of Common StockSubscriber, and the Subscriber has been afforded the unrestricted opportunity to ask questions of the management of the Company concerning the terms and conditions of its commitment to purchaseis, and purchasein no way, of the shares of Common Stock and to obtain relying on any additional information necessary to verify the accuracy of the information provided to the Subscriber. The Subscriber understands that such material is current information about the Company and its Subsidiariesadvice sought from or given by Bull, is subject to completion and does not in any way guarantee future performance or the completion of future proposed events discussed in such material. (e) Subscriber has received confidential information Housser & ▇▇▇▇▇▇ in connection with Subscriber’s potential investment in the Company this Subscription Agreement; and the proposed operations of the Company, which was prepared by the Company. Subscriber understands that such confidential information contains “forward-looking statements” (as such term is defined in Section 27A of the Securities Act). Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements, and include any statement containing a projection of revenues, income (including income loss), earnings (including earnings loss), capital expenditures, dividends, capital structure, or other financial items and statements of the plans and objectives of management for future operations. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS “MAY,” “COULD,” “WOULD,” “SHALL,” “SHOULD,” “BELIEVE,” “EXPECT,” “ANTICIPATE,” “PLAN,” “ESTIMATE,” “TARGET,” “PROJECT,” “INTEND,” OR SIMILAR EXPRESSIONS. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND ARE NOT GUARANTEES OF PERFORMANCE. SUBSCRIBER UNDERSTANDS THAT THESE STATEMENTS ARE BASED ON MANAGEMENT OF THE COMPANY’S BELIEFS AND ASSUMPTIONS, WHICH IN TURN ARE BASED ON CURRENTLY AVAILABLE INFORMATION, AND THAT IMPORTANT ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, ASSUMPTIONS REGARDING THE ABILITY OF THE COMPANY TO MARKET AND SELL IT’S PROPRIETARY TECHNOLOGIES, THE TIMING AND COST OF PLANNED EXPENDITURES, COMPETITIVE CONDITIONS AND GENERAL ECONOMIC CONDITIONS. SUBSCRIBER UNDERSTANDS THAT THESE ASSUMPTIONS COULD PROVE INACCURATE. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ALSO INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, WHICH INVARIABLY WILL CAUSE ACTUAL RESULTS THAT DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT, AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S ABILITY TO CONTROL OR PREDICT. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT NO ASSURANCE HAS BEEN GIVEN BY THE COMPANY OR ANY OF ITS PERSONNEL OR REPRESENTATIVES THAT THE COMPANY’S TARGET OF FUTURE PERFORMANCE WILL BE REALIZED, THAT THE COMPANY WILL OPERATE PROFITABLY OR THAT THE SUBSCRIBER WILL RECEIVE THE RETURN OF ALL OR ANY PART OF ITS INVESTMENT HEREIN. (fi) The Subscriber has carefully considered the numerous risks associated with an investment of this type. Subscriber further acknowledges that the occurrence of any of these risks could have a material and adverse impact on the Company’s business and prospects. (g) The Subscriber understands that the shares of Common Stock are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the shares of Common Stock. (h) The Subscriber understands that the Subscriber is not entitled to cancelresponsible for obtaining such legal advice as the Subscriber considers appropriate in connection with the execution, terminate or revoke this subscription upon acceptance delivery and performance by the Company.Subscriber of this Subscription Agreement and the transactions contemplated hereby;

Acknowledgements and Covenants. of the Subscriber The Subscriber hereby acknowledges and agrees that: : (a) No federal this subscription is irrevocable, unconditional and non-transferable; (b) no prospectus has been filed by the Corporation with any of the securities regulatory authorities of the of Canada or state agency the United States in connection with the issuance of the Subscriber's Units, no securities commission or similar regulatory authority has reviewed or passed on, recommended or endorsed on the merits of the shares of Common Stock Units, and there is no government or this Offering or made any findings or determination as to other insurance covering the fairness of this investment. Units; (bc) The shares of Common Stock have not been registered under the Securities Act or any applicable state securities laws by reason of Corporation is distributing the Subscriber's Units in reliance on exemptions from the prospectus and registration requirements of the British Columbia Securities Act and the rules promulgated thereunder, together with the prospectus and registration requirements of any other applicable securities legislation and, as a result of the Subscriber acquiring the Units pursuant to such laws, and the shares of Common Stock may not be sold, transferred, assigned, pledged or hypothecated or otherwise disposed of, in whole or in part, in the absence of an effective registration statement applicable thereto under the Securities Act and all applicable state securities laws, or unless an exemption from such registration is available. 7 Beneficial owners include, but are limited toexemptions: (i) shareholders certain protections rights and remedies provided by the British Columbia Securities Act, including statutory rights of a corporationrescission or damages, will not be available to the Subscriber; (ii) partners of a partnershipthe Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under applicable securities laws; and (iii) members of a limited liability companythe Subscriber is relieved from certain obligations that would otherwise apply under applicable securities laws; (iv) investors in an investment fund, including indirect investors in a fund-of-funds; (vd) the grantor of a revocable or grantor trust; (vi) Subscriber will notify the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor Corporation immediately of any change in any representation, warranty or other pension plan; and (x) any person being represented by information relating to the Subscriber in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. Publicly traded companies need not conduct due diligence as to their beneficial owners. (c) The Subscriber agrees and understands that the Subscriber will not sell, transfer, assign or otherwise dispose of the shares of Common Stock or any interest therein unless and until the Subscriber (i) complies with (x) all applicable requirements of federal and state securities laws and (ii) any requirements contained in any shareholder agreement or other agreement to which the Subscriber is a party; and (ii) in the absence of an effective registration statement, provides the Company with an opinion of counsel which is satisfactory takes place prior to the Company Closing; (both as e) there will be restrictions on the Subscriber's ability to resell the issuer of the opinion and the form and substance thereof) that the shares of Common Stock may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, and without violation of any applicable state securities laws (including any investor suitability standards). (d) The Subscriber has been furnished any and all materials that the Subscriber has requested relating to the Company or the Offering of the shares of Common Stock, Units and the Subscriber has been afforded advised to consult its own legal advisers with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and the unrestricted opportunity to ask questions of Corporation is not, in any manner, responsible for ensuring compliance by the management of the Company concerning the terms and conditions of its commitment to purchaseSubscriber with such restrictions); (f) Bull, and purchase, of the shares of Common Stock and to obtain any additional information necessary to verify the accuracy of the information provided Housser & ▇▇▇▇▇▇ has acted as legal counsel to the Subscriber. The Subscriber understands that such material is current information about the Company and its Subsidiaries, is subject to completion and does not in any way guarantee future performance or the completion of future proposed events discussed in such material. (e) Subscriber has received confidential information Corporation in connection with this Subscription Agreement and has not acted for the Subscriber’s potential investment in the Company , and the proposed operations of the CompanySubscriber is, which was prepared in no way, relying on any advice sought from or given by the Company. Subscriber understands that such confidential information contains “forward-looking statements” (as such term is defined Bull, Housser & ▇▇▇▇▇▇ in Section 27A of the Securities Act). Statements that are not historical facts, including statements about the Company’s beliefs connection with this Subscription Agreement; and expectations, are forward-looking statements, and include any statement containing a projection of revenues, income (including income loss), earnings (including earnings loss), capital expenditures, dividends, capital structure, or other financial items and statements of the plans and objectives of management for future operations. FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT INCLUDE THE WORDS “MAY,” “COULD,” “WOULD,” “SHALL,” “SHOULD,” “BELIEVE,” “EXPECT,” “ANTICIPATE,” “PLAN,” “ESTIMATE,” “TARGET,” “PROJECT,” “INTEND,” OR SIMILAR EXPRESSIONS. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND ARE NOT GUARANTEES OF PERFORMANCE. SUBSCRIBER UNDERSTANDS THAT THESE STATEMENTS ARE BASED ON MANAGEMENT OF THE COMPANY’S BELIEFS AND ASSUMPTIONS, WHICH IN TURN ARE BASED ON CURRENTLY AVAILABLE INFORMATION, AND THAT IMPORTANT ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, ASSUMPTIONS REGARDING THE ABILITY OF THE COMPANY TO MARKET AND SELL IT’S PROPRIETARY TECHNOLOGIES, THE TIMING AND COST OF PLANNED EXPENDITURES, COMPETITIVE CONDITIONS AND GENERAL ECONOMIC CONDITIONS. SUBSCRIBER UNDERSTANDS THAT THESE ASSUMPTIONS COULD PROVE INACCURATE. SUBSCRIBER UNDERSTANDS THAT FORWARD-LOOKING STATEMENTS ALSO INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES, WHICH INVARIABLY WILL CAUSE ACTUAL RESULTS THAT DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT, AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S ABILITY TO CONTROL OR PREDICT. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT NO ASSURANCE HAS BEEN GIVEN BY THE COMPANY OR ANY OF ITS PERSONNEL OR REPRESENTATIVES THAT THE COMPANY’S TARGET OF FUTURE PERFORMANCE WILL BE REALIZED, THAT THE COMPANY WILL OPERATE PROFITABLY OR THAT THE SUBSCRIBER WILL RECEIVE THE RETURN OF ALL OR ANY PART OF ITS INVESTMENT HEREIN. (f) The Subscriber has carefully considered the numerous risks associated with an investment of this type. Subscriber further acknowledges that the occurrence of any of these risks could have a material and adverse impact on the Company’s business and prospects. (g) The Subscriber understands that the shares of Common Stock are being offered and sold in reliance on specific exemptions from the registration requirements of Federal and state law and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the shares of Common Stock. (h) The Subscriber understands that the Subscriber is not entitled to cancelresponsible for obtaining such legal advice as the Subscriber considers appropriate in connection with the execution, terminate or revoke this subscription upon acceptance delivery and performance by the CompanySubscriber of this Subscription Agreement and the transactions contemplated hereby.