Common use of Representations and Warranties of Subscriber Clause in Contracts

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber is an “accredited investor” as such term is defined in Section 2(15) of the Securities Act of 1933, as amended (the “Act”) and Rule 501 of Regulation D promulgated thereunder pursuant to the categories checked by the Subscriber on the signature page hereto. Subscriber has full legal capacity, power and authority necessary is aware of the significance to execute and deliver the AgreementCompany of the foregoing representation, and had, as they are made with the intention that the Company will rely on them. (b) Subscriber has had an opportunity to ask questions of their respective dates and receive answers from duly designated representatives of execution the Company concerning the terms and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver conditions of the Stockholders Agreement and the Registration Rights Agreement, offering and has been afforded an opportunity to examine such documents and other information which Subscriber has requested for the corporate power purpose of answering any questions Subscriber may have concerning the business and authority necessary to perform its obligations under affairs of the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsCompany. 4.2. (c) Subscriber has been advised is not subscribing for the Series C Preferred Stock as a result of, or subsequent to, an 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 other public solicitation. (d) Subscriber acknowledges and understands that the Shares have Series C Preferred Stock has not been registered under the Securities Act of 1933, as amended (the “Act”) or the securities laws of any state securities or (“blue sky” laws and, therefore, cannot State Law”) and must be resold held indefinitely unless it is they are subsequently registered under the Securities Act and and/or applicable state securities laws State Law, or unless an exemption exemptions from such registration requirements is are available. Subscriber is aware agrees that the Series C Preferred Stock will not be sold without registration under applicable securities laws (including the Act and State Law) or exemptions there from. The Company is not the only entity which may register its Series C Preferred Stock under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and State Law. 4.3. (e) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the prospective investment and is able to make an informed investment decision based upon the information provided by the Company. (f) Subscriber further represents that Subscriber can bear the economic risk of such loss of its entire investment; that the address set forth herein is its principal residence (if an individual) or place of business (if an entity); that Subscriber intends to purchase the Series C Preferred Stock for Subscriber’s own account and not, in whole or in part, for the account of any other person; that Subscriber is purchasing the Series C Preferred Stock for investment and not with a view to public resale or distribution; and that Subscriber has not formed any entity for an indefinite period the purpose of timepurchasing the Series C Preferred Stock; and that this Subscription Agreement has been duly authorized by all necessary action on the part of the Subscriber and is a legal, valid and binding obligation of the Subscriber enforceable in accordance with its terms. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. (g) Subscriber is familiar with aware that the business Series C Preferred Stock is and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an will be when issued “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the General Rules and Regulations under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf (h) Subscriber is fully aware of the Subscriberapplicable limitations on the resale of the Series C Preferred Stock according to law.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber is an “accredited investor” as such term is defined in Section 2(15) of the Securities Act of 1933, as amended (the “Act”) and Rule 501 of Regulation D promulgated thereunder pursuant to the categories checked by the Subscriber on the signature page hereto. Subscriber has full legal capacity, power and authority necessary is aware of the significance to execute and deliver the AgreementCompany of the foregoing representation, and had, as they are made with the intention that the Company will rely on them. (b) Subscriber has had an opportunity to ask questions of their respective dates and receive answers from duly designated representatives of execution the Company concerning the terms and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver conditions of the Stockholders Agreement and the Registration Rights Agreement, offering and has been afforded an opportunity to examine such documents and other information which Subscriber has requested for the corporate power purpose of answering any questions Subscriber may have concerning the business and authority necessary to perform its obligations under affairs of the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsCompany. 4.2. (c) Subscriber has been advised is not subscribing for the Common Stock as a result of, or subsequent to, an 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 other public solicitation. (d) Subscriber acknowledges and understands that the Shares have Common Stock has not been registered under the Securities Act of 1933, as amended (the “Act”) or the securities laws of any state securities or (“blue sky” laws and, therefore, cannot State Law”) and must be resold held indefinitely unless it is they are subsequently registered under the Securities Act and and/or applicable state securities laws State Law, or unless an exemption exemptions from such registration requirements is are available. Subscriber is aware agrees that the Common Stock will not be sold without registration under applicable securities laws (including the Act and State Law) or exemptions there from. The Company is not the only entity which may register its Common Stock under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and State Law. 4.3. (e) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the prospective investment and is able to make an informed investment decision based upon the information provided by the Company. (f) Subscriber further represents that Subscriber can bear the economic risk of such loss of its entire investment; that the address set forth herein is its principal residence (if an individual) or place of business (if an entity); that Subscriber intends to purchase the Common Stock for Subscriber’s own account and not, in whole or in part, for the account of any other person; that Subscriber is purchasing the Common Stock for investment and not with a view to public resale or distribution; and that Subscriber has not formed any entity for an indefinite period the purpose of timepurchasing the Common Stock; and that this Subscription Agreement has been duly authorized by all necessary action on the part of the Subscriber and is a legal, valid and binding obligation of the Subscriber enforceable in accordance with its terms. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. (g) Subscriber is familiar with aware that the business Common Stock is and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an will be when issued “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the General Rules and Regulations under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf (h) Subscriber is fully aware of the Subscriberapplicable limitations on the resale of the Common Stock according to law.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatas follows: 4.1. (a) (i) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws andSecurities Act”), therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed as evidenced by the Securities Act Accredited Investor Status Checklist (attached hereto as Exhibit A) and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. Subscriber shall submit to the Company such investment, is able to incur a complete loss further assurances of such investment and is able to bear accredited status as may reasonably be requested by the economic risk of such investment for an indefinite period of timeCompany. 4.7. (ii) Subscriber has carefully considered understands that the potential risks relating Company and the Sponsor are relying on the accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company and the purchase Sponsor that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the Sharessubscription. (b) Subscriber understands that the Securities are not presently registered and the Company and the Sponsor have no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the registration statement relating to the IPO (“Registration Statement”). Subscriber understands that the Private Placement Units will not be registered under the Securities Act on the ground that the issuance of the Private Placement Units is exempt under either Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for the exemption claimed would not be present if any of the representations and warranties of Subscriber contained in this Agreement are untrue or, notwithstanding Subscriber’s representations and warranties, Subscriber currently contemplates acquiring any of the Securities for resale. (c) Subscriber is purchasing and acquiring the Securities for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months 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 securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the Company has then filed all Exchange Act reports and has had accessmaterial required to be filed, as applicable, during the course of preceding 12 months (or such shorter period that the transactions contemplated hereby Company was required to file such reports and prior to materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its purchase of the Shares, to such information status as it has deemed material to its investment decision and an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on its behalf concerning the terms and conditions of the investment Company’s proposed business plan and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has madereceived and reviewed all the information concerning the Securities and the Company’s business, either alone or together with its advisorsmanagement, such independent investigation financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company as and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company and the Sponsor made to Subscriber deems in this Agreement. (f) Subscriber has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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 Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Sponsor, the Company or any of its advisors deem to be, necessary or advisable in connection with this investmentagents. Subscriber understands that no federal Subscriber (and not the Company or state agency has passed upon the Sponsor) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or upon the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate an initial merger, stock exchange, asset acquisition or other similar business combination (the “Business Combination”) within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (k) Subscriber understands that other investors in the Company, nor including officers and directors of the Company, may receive better terms than those being offered to Subscriber hereby. (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any such agency facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not purchasing or acquiring the 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 or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the terms and provisions of this Agreement. (p) No representations or warranties have been made to Subscriber by the Company, the Sponsor or any finding officer, employee, agent, affiliate or determination as subsidiary of the Company, other than the representations of the Company and the Sponsor contained herein, and in subscribing for the Private Placement Units, Subscriber is not relying upon any representations other than those contained in this Agreement. Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the fairness Private Placement or the proposed business or prospects of this investmentthe Company. 4.8. (q) Subscriber represents and warrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker that is entitled to any compensation in connection with the transactions contemplated by this Agreement. (r) Subscriber acknowledges that if the Company does not complete an “accredited investor” as initial Business Combination within the required time period, (i) the proceeds of the sale of the Private Placement Units will be used to fund the redemption of its public shares and (ii) that term is defined in Regulation D under there will be no liquidating distributions from the Company’s trust account with respect to the Securities Actheld by the Sponsor, and the Private Placement Units will expire worthless. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto Topco LP as follows: 4.1. (a) Subscriber (i) has full legal capacity, all requisite power and authority necessary to execute enter into and deliver the perform this Agreement, and had(ii) the execution, as delivery and performance of their respective dates of execution this Agreement by Subscriber has been duly and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreementsvalidly approved. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have has been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement Subscriber and the Registration Rights Agreement constitutes, the constitutes a legal, valid and binding obligation agreement of Subscriber Subscriber, enforceable against Subscriber in accordance with its termsterms (subject to the Enforceability Exceptions). 4.2(b) Subscriber represents that it is an “accredited investor” as defined in Rule 501(a) promulgated under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). (c) Subscriber has had an opportunity to fully evaluate an investment in the New Topco Units, is in a financial position to hold the New Topco Units for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Subscriber’s investment in the New Topco Units. (d) The New Topco Units to be received by Subscriber at the Subscription Closing pursuant to the terms of this Agreement will be acquired by Subscriber for investment only for Subscriber’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof in violation of applicable U.S. federal or state or foreign securities Laws. Subscriber has been advised no current intention of selling, granting participation in or otherwise distributing the New Topco Units in violation of applicable U.S. federal or state or foreign securities Laws. (e) Subscriber understands that the Shares offer and sale of the New Topco Units have not been registered under the Securities Act or any applicable U.S. state or foreign securities or “blue sky” laws andLaws, therefore, cannot be resold unless it is registered under and that the Securities Act and applicable state securities laws or unless New Topco Units are being issued in reliance on an exemption from such registration requirements is availableregistration, which exemption depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Subscriber’s representations as expressed herein. (f) Subscriber understands that there will be substantial restrictions on the transferability of the New Topco Units and that on the date of the Subscription Closing and for an indefinite period thereafter there will be no public market for the New Topco Units and, accordingly, Subscriber will not be able to transfer the New Topco Units in case of emergency, if at all (except as permitted by the Topco LP Agreement). In addition, Subscriber is aware understands that the Company is Topco LP Agreement will contain restrictions on the transferability of the New Topco Units and will provide that, in the event that the conditions relating to the transfer of any New Topco Units in such document have not under any obligation been satisfied, Subscriber will not be able to effect transfer any such registration New Topco Units, and unless otherwise specified, Topco LP will not recognize the transfer of any such New Topco Units on its books and records or issue any certificates representing any such New Topco Units, and any purported transfer not in accordance with the terms of the Topco LP Agreement shall be void. As such, Subscriber understands that: (A) if the New Topco Units are certificated, a restrictive legend or legends will be placed on the certificates representing the New Topco Units; (B) a notation will be made in the appropriate records of Topco LP indicating that the New Topco Units are subject to restrictions on transfer and, if Topco LP should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to the Shares New Topco Units; and (except solely to C) Subscriber will sell, transfer or otherwise dispose of the extent, if any, provided New Topco Units only in a manner consistent with its representations and warranties set forth herein and then only in accordance with the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Topco LP Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Sharesapplicable Laws. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber acknowledges and understands that the Company is a pre-revenue, clinical stage venture with little current capital resources. Therefore, an investment in the Company involves a very high degree of risk and should not be undertaken if the Subscriber cannot afford to lose the Subscriber’s entire investment in the Company. The Subscriber acknowledges and confirms that the Subscriber can bear the economic risk of the purchase of the Purchased Shares, including a total loss of the Subscriber’s investment. Subscriber has full legal capacity, power acknowledges and authority necessary agrees that such Subscriber’s investment in the Company is reasonable in relation to execute Subscriber’s net worth and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsfinancial needs. 4.2. (b) Subscriber has been advised acknowledges and understands that the Shares have Company is not been registered a publicly-reporting company and is under no obligation to provide Subscriber with any information mandated by the Securities Act Commission or any state securities or “blue sky” laws otherwise and, therefore, canSubscriber may not be resold unless it have access to current information regarding the Company. (c) Subscriber is registered an “accredited investor” as defined by Rule 501 under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Purchased Shares, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7protect Subscriber’s interests. Subscriber has carefully considered experience with investing in early stage, pre-revenue companies. (d) Neither the potential risks relating Subscriber nor any of his/her/its affiliates is or are subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D. (e) Subscriber understands that the Purchased Shares are not registered under the Securities Act and that except as prescribed in paragraph 1(f) above the Company and has no obligation to register the purchase Purchased Shares or assist the Subscriber in obtaining an exemption from registration under the Securities Act. Subscriber understands that the Purchased Shares will not be registered under the Securities Act on the ground that the issuance thereof is exempt under Section 4(a)(2) of the Securities Act and Rule 506(b) or Regulation D promulgated thereunder. (f) Subscriber is purchasing the Purchased Shares subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Purchased Shares made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Commission thereunder, and applicable state securities laws; and that an investment in the Purchased Shares is not a liquid investment. (g) Subscriber acknowledges and understands that there currently exists no public market for the Purchased Shares and that, the Purchased Shares, when issued, will be “restricted securities” under the Securities Act and, as a result, Subscriber acknowledges that the Purchased Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the Company provisions of Rule 144 promulgated under the Securities Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, 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, in general, not less than six months after a party has had accesspurchased 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, in certain cases, the number of shares of common stock being sold during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and any three-month period not exceeding specified limitations. (h) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on their behalf concerning the terms and conditions of the investment Company and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has received and reviewed all the information concerning the Company and the Purchased Shares, both written and oral, that Subscriber desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that Subscriber desires with respect to the Company’s business, management, financial affairs, prospects and risks. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information (if any) furnished pursuant to this paragraph. (i) Subscriber has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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. (j) Subscriber has carefully considered and has discussed with the Subscriber’s 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 Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations 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 Agreement. (k) This Agreement does not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (l) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Agreement or the transactions contemplated hereby. (m) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Purchased Shares will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which the Subscriber 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 Purchased Shares. If Subscriber is an individual, Subscriber has had accesslegal capacity to execute and deliver this Agreement. (n) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Purchased Shares or any facts or circumstances related thereto. (o) Subscriber is aware that the Company was only formed in 2010 and is a development stage company with no revenue generating operations and that, therefore, an investment in the Company is very speculative and risky. Subscriber acknowledges that it has madeexperience in evaluating the risks of investing in early stage development companies such as the Company, either alone particular companies in the biotech industry. (p) Subscriber understands that any and all certificates representing the Purchased Shares and any and all securities issued in replacement thereof or together with its advisorsin 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.” In addition, the certificates representing the Purchased Shares, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such independent investigation legend as may be required by the securities laws of (or based on) the jurisdiction in which Subscriber resides. (q) Because of the legal restrictions imposed on resale, Subscriber understands that the Company as shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber deems has been informed of the Company’s intention to bedo so. Any sales, transfers, or other dispositions of the Purchased Shares by Subscriber, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (r) Subscriber represents that (i) Subscriber has (and could be reasonably assumed to have) the ability and capacity to protect his/her/its advisors deem to be, necessary or advisable interests in connection with this investment. ; or (ii) Subscriber understands that no federal has a pre-existing personal or state agency has passed upon this investment business relationship with either the Company or upon any officer, director, employee or agent thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the Companycharacter, nor has any business acumen and general business and financial circumstances of the Company or such agency made any finding or determination as person and is otherwise personally qualified to evaluate and assess the fairness risks, nature and other aspects of this investment. 4.8. (s) Subscriber further represents that the address of Subscriber set forth on the signature page hereto is Subscriber’s 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 Purchased Shares for Subscriber’s own account and not, in whole or in part, for the account of any other person; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Purchased Shares. (t) 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 funds). This Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (u) Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the Offering or the business or prospects of the Company that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement. (v) Subscriber represents that Subscriber is not subscribing for the Purchased Shares 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 or any public announcement or filing of or by the Company or any of their affiliates, agents or representatives. (w) Subscriber has carefully read and agrees to each of the terms and provisions of this Agreement. (x) Subscriber acknowledges that 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 Purchased Shares the Subscriber is not relying upon any representations other than those contained in this Agreement. (y) Subscriber represents and warrants that Subscriber has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Subscriber and neither be 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 (other than Subscriber’s legal and tax advisors) notwithstanding that the Subscriber’s subscription may not be accepted by the Company. (z) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, the person executing this Agreement hereby represents and warrants that the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (aa) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Agreement and purchase the Purchased Shares as provided herein; (ii) the execution and delivery of this Agreement and Subscriber’s purchase of the Purchased Shares has been duly authorized by all necessary action on behalf of the Subscriber; (iii) all of the documents relating to the Subscriber’s subscription to the Purchased Shares have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber; and (iv) has not been organized for the specific purpose of purchasing the Purchased Shares (unless all beneficial owners of the Subscriber are “accredited investor” investors”) and is not prohibited from so purchasing the Purchased Shares. (bb) Subscriber represents and warrants that Subscriber has: (i) not distributed or reproduced this Subscription Agreement in whole or in part, at any time, without the prior written consent of the Company, and (ii) kept confidential the existence of the Offering and the contents of this Subscription Agreement and the information contained therein or made available to Subscriber in connection with any investigation of the Company by Subscriber. (cc) Subscriber represents and warrants that Subscriber has a substantive, pre-existing relationship with the Company. (dd) In the event the Subscriber is not a U.S. person, as that term is defined in Regulation D S promulgated under the Securities Act. 4.9. The Company shall not have any liability , the Subscriber represents and warrants that: (i) the Subscriber’s principal address is outside the United States, (ii) the Subscriber has no present intention of any kind in respect becoming a resident of any brokerage (or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf moving its principal place of business to) the United States; (iii) at the time of acquisition of the Subscriber.Purchased Shares, including withou

Representations and Warranties of Subscriber. The undersigned Subscriber hereby represents represents, warrants and warrants thatacknowledges and agrees with the Company as follows: 4.1. Subscriber 4.1 This Agreement has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this AgreementSubscriber and, assuming the Stockholders Agreement due execution and delivery hereof by the Registration Rights Agreement constitutesCompany, the legal, constitutes a valid and binding obligation of Subscriber Subscriber, enforceable against Subscriber in accordance with its terms. 4.24.2 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, conflict with or result in a default or breach under (i) any term or provision of any contract, agreement, indebtedness, lease, commitment, license, franchise, permit, authorization or concession to which Subscriber is a party, which breach or default would have a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby, or (ii) any statute, law, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree or award applicable to Subscriber, which violation would have a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby. 4.3 With respect to individual tax and other economic considerations involved in this investment, the undersigned is not relying on the Company (or any agent or representative of the Company). Subscriber The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax, accounting and financial advisers the suitability of an investment in the Warrants for the undersigned’s particular tax and financial situation and has determined that the Warrants being subscribed for by the undersigned are a suitable investment for the undersigned. 4.4 The undersigned (or his financial advisors, if applicable) has been advised afforded the opportunity (i) to ask such questions as Subscriber deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Warrants and all such questions have been answered to the full satisfaction of the undersigned and (ii) to obtain such additional information with regard to the Company and the transactions contemplated hereby without unreasonable effort or expense that Subscriber considered necessary in connection with its decision to invest in the Shares have not been registered Warrants. In connection with the undersigned’s decision to invest in the Warrants, the undersigned has relied on his own independent investigation and analysis. 4.5 The undersigned is an “accredited investor” within the meaning of Rule 501 under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct”). 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder 4.6 The Warrants are being purchased for Subscriber’s own account investment and Subscriber has not with offered or sold any portion of the Warrants being acquired, nor does Subscriber have any present intention of selling, distributing or otherwise disposing of the Warrants, either currently or after the passage of a view to, fixed or for resale in connection with, determinable period of time or upon the distribution thereof occurrence or nonoccurrence of any predetermined event or circumstance in violation of the Securities Act. 4.6. 4.7 In the normal course of its business, the undersigned invests in or purchases securities similar to the Warrants and Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, purchasing the Warrants. 4.8 The undersigned is able to incur a complete loss of such investment and is able aware that he may be required to bear the economic risk of such an investment in the Warrants for an indefinite period of timetime and is able to bear such risk for an indefinite period. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. The Subscriber hereby represents for himself represents, warrants and warrants agrees that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreementa) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. The Subscriber is acquiring the Shares to be acquired by Subscriber him hereunder for Subscriber’s his own account account, for investment and not with a view toto the sale or distribution thereof nor with any present intention of distributing or selling the same. (b) The Subscriber will not sell, assign, transfer, pledge or otherwise dispose of any of the Shares acquired by him hereunder unless and until the same are registered under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities law, or for resale an exemption from such registration is available, and until the Corporation shall have received a written opinion of counsel to the Subscriber, reasonably acceptable to the Corporation, that the disposition is in connection with, compliance with the distribution thereof in violation requirements of the Securities ActAct and any applicable state securities law. 4.6(c) The Subscriber acknowledges and agrees that the Shares will contain an appropriate legend restricting the transfer thereof. (d) The Subscriber has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully his obligations hereunder. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge This Agreement has been duly executed and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment delivered and is able to bear the economic risk valid and binding obligation of such investment for an indefinite period the Subscriber enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of time. 4.7creditors' rights generally or by general equitable principles. The execution and delivery of this Agreement by the Subscriber has carefully considered the potential risks relating to the Company and the purchase performance by the Subscriber of this Agreement in accordance with its terms and conditions will not (i) require the Shares. Subscriber is familiar approval or consent of any other person, including without limitation the approval or consent of any governmental or regulatory body; or (ii) conflict with the business and financial condition, properties, operations and prospects or result in any breach or violation of the Company and has had access, during the course any of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of, or constitute (or with notice or lapse of the investment and to obtain additional information (time or both constitute) a default under, any statute, regulation, order, judgment or decree applicable to the extent Company possessed such information Subscriber, or could acquire it without unreasonable effort any instrument, contract or expense) necessary other agreement to verify which the accuracy of any information furnished to Subscriber is a party or by or to which the Subscriber has had access. Subscriber has made, either alone is bound or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investmentsubject. 4.8. (e) The Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf Executive Officer of the SubscriberCorporation and is familiar with its business and prospects.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that:to the Company that the following statements are correct on the date of this Agreement and will be true and correct on the date of the purchase of the Shares as though made on such date. 4.1. (a) Subscriber has full power, authority and legal capacity, power and authority necessary right to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders enter into this Agreement and to consummate the Registration Rights Agreement, transactions contemplated hereby and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights this Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the constitutes a legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. (b) Subscriber has been advised informed that the sale of the Shares hereunder is being made without registration under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and that the Shares may not be sold or transferred without registration under the Act or unless an exemption from such registration is available. Subscriber further understands that an opinion of counsel satisfactory to the Company and other documents as reasonably requested by the Company may be required to transfer the Shares. (c) Subscriber is acquiring the Shares for its own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. No one else has a beneficial interest in the Shares. Subscriber does not intend to and will not resell the Shares unless, at a future date, they are registered under the Act or a specific exemption from registration is available to Subscriber in connection with any such resale. Subscriber understands that an exemption from such registration may be available pursuant to Rule 144 promulgated under the Act by the Securities and Exchange Commission but that in no event may Subscriber sell the Shares pursuant to Rule 144 prior to the expiration of a one-year period after Subscriber has acquired the Shares and a minimum two-year holding period may be required in some cases; and that any sales pursuant to Rule 144 can only be made in full compliance with the provisions thereof. Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act. (d) Subscriber understands that each certificate representing the Shares will bear on its face a legend in substantially the following form: The Shares represented by this Certificate have not been registered under the Securities Act or any state securities or “blue sky” laws andof 1933, thereforeas amended, canand may not be resold unless it is registered under offered for sale, sold or otherwise transferred except in compliance with the Securities Act and applicable state securities laws or unless an exemption from registration provisions of such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, or pursuant to an exemption from such registration provisions, the Stockholders Agreement and availability of which is to be established to the Registration Rights Agreement contain provisions that further restrict transfer satisfaction of the Shares. 4.4Company by an opinion of counsel satisfactory to the Company that such registration is not required. Subscriber further understands that the purchase of Company may place a stop transfer order pertaining to the certificates evidencing the Shares involves a high degree of riskwith the transfer agent to the same effect as such restrictive legend. 4.5. (e) Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial financial, taxation, securities, investments and other business matters that Subscriber it is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Shares or has obtained the advice of an attorney, is able to incur a complete loss of such certified public accountant or registered investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating advisor with respect to the Company merits and the purchase risks of its investment in the Shares. Subscriber has not relied on the Company or any of its officers, directors or professional advisors for advice as to the economic, legal or tax consequences of an investment in the Shares. Subscriber understands that the Company is familiar subject to all of the risks inherent in a development stage business and additional risks that are inherent in the Company’s business, including those set forth in the Company’s Form 10-KSB for the year ended May 31, 2005. Subscriber has taken full cognizance of and understands those risks and the effect they may have on the Subscriber’s investment. (f) Subscriber has been provided with the opportunity to visit the places of business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company and its officers, employees and agents concerning the terms business and conditions financial condition of the Company and Subscriber has received satisfactory answers to any such questions and has no further questions at this time. (g) Subscriber understands that its investment in the Shares and the Company is speculative and may remain so for an indefinite period, that substantial additional investments in the Company may be required and that there is no assurance that any such additional investments can be obtained, and acknowledges that it is able to obtain additional information bear the economic risk of its investment in the Shares should it be determined ultimately to be worthless. (h) Subscriber recognizes the speculative nature and risks of loss associated with an investment in the Company and represents that the Shares subscribed for constitute an investment which is suitable and consistent with Subscriber’s investment program. Subscriber has the financial ability to bear the extent economic risk of its investment in the Shares, including a possible loss of its entire investment, has adequate means of providing for its current needs and contingencies and has no need to liquidity in its investment in the Company. Subscriber acknowledges that Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and its investment in the Company possessed will not cause such information overall commitment to become excessive. (i) Neither the Company not any person acting on its behalf has offered, offered to sell, offered for sale or could acquire it without unreasonable effort or expense) necessary sold to verify the accuracy Subscriber by means of any information furnished form of general solicitation or general advertising. (j) Neither the execution, delivery, nor performance of this Agreement by Subscriber violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien upon any of Subscriber’s assets or properties pursuant to, entitles any party to terminate, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any material agreement to which Subscriber is a party or by which Subscriber or any of Subscriber’s properties or assets is bound or (ii) any statute, law, rule, regulation, order, judgment or decree binding upon or applicable to Subscriber or to which Subscriber’s assets or properties. (k) Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation been advised by the Company and understands that the Shares are being offered and issued on the basis of the Company as Subscriber deems to bestatutory exemption provided by Section 4(2) of the Act and/or Regulation D promulgated under the Act, or its advisors deem both, relating to betransactions by an issuer not involving any public offering, necessary and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or advisable in connection with this investment. Subscriber understands that no federal submitted to any United States Federal or state agency has passed upon this investment or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the Company, nor has any such agency representations made any finding or determination as to the fairness of by Subscriber in this investmentAgreement. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber is an "accredited investor" as such term is defined in Section 2(15) of the Securities Act of 1933, as amended (the “Act”) and Rule 501 of Regulation D promulgated thereunder pursuant to the categories checked by the Subscriber on the signature page hereto. Subscriber has full legal capacity, power and authority necessary is aware of the significance to execute and deliver the AgreementCompany of the foregoing representation, and had, as they are made with the intention that the Company will rely on them. (b) Subscriber has had an opportunity to ask questions of their respective dates and receive answers from duly designated representatives of execution the Company concerning the terms and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver conditions of the Stockholders Agreement and the Registration Rights Agreement, offering and has been afforded an opportunity to examine such documents and other information which Subscriber has requested for the corporate power purpose of answering any questions Subscriber may have concerning the business and authority necessary to perform its obligations under affairs of the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsCompany. 4.2. (c) Subscriber has been advised is not subscribing for the Common Stock as a result of, or subsequent to, an 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 other public solicitation. (d) Subscriber acknowledges and understands that the Shares have Common Stock has not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state securities or “blue sky” laws and, therefore, cannot ("State Law") and must be resold held indefinitely unless it is they are subsequently registered under the Securities Act and and/or applicable state securities laws State Law, or unless an exemption exemptions from such registration requirements is are available. Subscriber is aware agrees that the Common Stock will not be sold without registration under applicable securities laws (including the Act and State Law) or exemptions there from. The Company is not the only entity which may register its Common Stock under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and State Law. 4.3. (e) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the prospective investment and is able to make an informed investment decision based upon the information provided by the Company. (f) Subscriber further represents that Subscriber can bear the economic risk of such loss of its entire investment; that the address set forth herein is its principal residence (if an individual) or place of business (if an entity); that Subscriber intends to purchase the Common Stock for Subscriber's own account and not, in whole or in part, for the account of any other person; that Subscriber is purchasing the Common Stock for investment and not with a view to public resale or distribution; and that Subscriber has not formed any entity for an indefinite period the purpose of timepurchasing the Common Stock; and that this Subscription Agreement has been duly authorized by all necessary action on the part of the Subscriber and is a legal, valid and binding obligation of the Subscriber enforceable in accordance with its terms. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. (g) Subscriber is familiar with aware that the business Common Stock is and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” will be when issued "restricted securities" as that term is defined in Regulation D Rule 144 of the General Rules and Regulations under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf (h) Subscriber is fully aware of the Subscriberapplicable limitations on the resale of the Common Stock according to law.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) At the time Subscriber has full legal capacitywas offered the Strip, power and authority necessary to execute and deliver the AgreementSubscriber was, and hadon the date Subscriber receives the Strip will be, an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver Rule 501(a) under the Stockholders Agreement and the Registration Rights AgreementAct, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Company and has the capacity to protect Subscriber’s own interests. (b) Subscriber understands that the Strip is not presently registered under the Act and may never become registered under the Act. Subscriber acknowledges that neither the Strip, nor the Shares, nor any shares of Common Stock obtained upon conversion of the Note or exercise of the Warrant can be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, unless such investmentStrip or Common Stock, as the case may be, is able registered under the Act, or if in the opinion of counsel satisfactory to incur a complete loss the Company, such sale, transfer, pledge, hypothecation, assignment or disposition is exempt from such registration requirements. The Subscriber understands that it may have to hold the Strip, the Shares and any shares of such investment and is able to bear Common Stock obtained upon conversion of the economic risk Note or exercise of such investment the Warrant for an indefinite period of time, and that the Subscriber might have to bear the complete economic loss of its investment in the Company. 4.7(c) Subscriber acknowledges and understands that the Strip is being purchased for investment 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 at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Strip 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. Subscriber has carefully considered acknowledges and understands that an investment in the potential risks relating to Strip is not a liquid investment. (d) Subscriber acknowledges that the Company Strip is not a publicly traded security. Subscriber acknowledges and the purchase understands that there is no public market for any of the Shares. Strips and no assurance can be given that any public market will ever develop or if developed that any such market will be s▇▇▇▇▇▇▇▇.▇▇ addition, there is a very limited market in the Company’s common stock currently and there can be no assurance that such a market will develop. (e) Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on the Company’s behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. In determining whether to make this investment, Subscriber has made, either alone or together with its advisors, such independent investigation relied solely on Subscriber’s own knowledge and understanding of the Company as and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. (f) Subscriber deems has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This 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 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 Agreement, including, whether the acquisition of the Strip will result in any adverse tax consequences to the Subscriber, 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 Agreement are a suitable investment for the Subscriber. Subscriber relies solely on such advisors and not on any statements or representations of the Company, or its advisors deem to be, necessary or advisable in connection with this investmentagents. Subscriber understands that no federal or state agency has passed upon 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 Agreement. (h) This Agreement and the Purchaser Questionnaire do not contain any untrue statement of a material fact or omit any 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 Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Agreement, and the issuance of the Strip 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 other organizational charter document or bylaws, partnership agreement or operating agreement, 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 Strips. (k) Subscriber acknowledges that the Strip is speculative and involve a high degree of risk, and that Subscriber can bear the economic risk of the purchase of the Strip, including a total loss of its investment. (l) Subscriber understands that the merits of the Strips have not been passed upon by the CompanySEC nor any state securities commission, nor has the SEC nor any such agency made any finding state securities commission opined upon the accuracy or determination as to the fairness adequacy of this investmentAgreement and recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Strip. 4.8. (m) Subscriber is an aware that the Strips are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Securities Act. 4.9. The (n) Subscriber understands that the Note, the Share, the Warrant and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: (o) In addition, the Note, the Warrant and any and all securities issued in replacement thereof or in exchange therefor or in exercise thereof, shall bear such legends as may be required by the securities laws of the jurisdiction in which Subscriber resides. (p) Any sales, transfers, or any other dispositions of the Strip by Subscriber, if any, will be in compliance with the Act. (q) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Strip and of making an informed investment decision. (r) Subscriber represents that: (i) Subscriber is able to bear the economic risks of an investment in the Strip and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (s) 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 Strip for Subscriber’s own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the Strip 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 Strip. (t) 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 funds). This Agreement is not binding upon the Company until accepted by an authorized representative of the Company. In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (u) Subscriber represents that Subscriber is not subscribing for a Strip 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. (v) Subscriber has carefully read this Agreement and Subscriber has accurately completed the Purchaser Questionnaire which accompanies this Agreement. (w) No representations or warranties have been made to Subscriber by the Company, or any liability of any kind in respect of any brokerage or finders’ feesits managers, officers, employees, agents’ commissions , affiliates, or subsidiaries of the Company, other than the representations of the Company contained herein, and in subscribing for the Strips the Subscriber is not relying upon any representations other than those contained in this Agreement. (x) Subscriber represents and warrants, to the best of its knowledge, no finder, broker, agent, financial advisor or other similar payment intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any brokercompensation in connection with the transactions contemplated by this Agreement. (y) The Subscriber is not a prohibited country, finderterritory, agent individual or like party retained entity listed on the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. All amounts subscribed for in this Agreement by the Subscriber were not directly or indirectly derived from activities that may contravene Federal, state or international laws and regulations, including anti-money laundering and anti-terrorist financing laws and regulations. (z) The Subscriber acknowledges that due to anti-terrorism and anti-money laundering regulations, the Company or any administrator acting on behalf of the Company may require further documentation verifying Subscriber’s identity and the source of funds used to purchase the Strip subscribed for hereby before this Agreement can be processed or accepted. To comply with applicable U.S. legislation and regulations, including but not limited to the International Anti-Money Laundering and Financial Anti-Terrorism Abatement Act of 2001 (Title III of the USA PATRIOT Act), the Subscriber agrees that all payments by Subscriber to the Company and all distributions to the Subscriber from the Company will only be made in Subscriber’s name and to and from a bank account of a bank based or incorporated in or formed under the laws of the Striped States or a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time. The Subscriber further agrees to provide the Company at any time during the term of the Company with such information or certification as the Company determines to be necessary or appropriate to verify compliance with the anti-terrorism and anti-money laundering regulations of any applicable jurisdiction or to respond to requests for information concerning the identity of Subscriber or any person directly or indirectly controlling or owning an interest in the Subscriber from any governmental authority, self-regulatory organization or financial institution in connection with the Company’s compliance procedures with respect to anti-terrorism and anti-money laundering regulations and to update such information as necessary. Such information may include, but not be limited to, the name, address, telephone number, date of birth, and Social Security or taxpayer identification number of any such individual person, or of the beneficial owners of any entity, if the Subscriber is an entity. Identity may be verified using a current valid passport or other such current valid government-issued identification (e.g., a driver’s license). The Company intends to maintain records of information used for verification of identity. Subscriber understands that any information provided to the Company may be disclosed to the United States Government by the Company. (aa) The Subscriber is aware that on June 15, 2020, the Company filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the Chapter 11 captioned In re First Choice Healthcare Solutions, Inc. (Case No.: 6:20-bk-3355-KSJ) (the “Bankruptcy Case”). The Subscriber has had an opportunity to review all court filings in connection with the Bankruptcy Case and is satisfied that it understands the status of the Bankruptcy Case. The Company emerged from bankruptcy on.April 21, 2022.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company that as of the date hereof: 4.1. (a) Subscriber is duly organized, validly existing and in good standing (to the extent such concept is recognized under applicable Law) under the Laws of the Cayman Islands and has full legal capacity, all necessary corporate power and authority to own, lease and operate its properties and to carry on its business as currently being conducted. (b) Subscriber has all necessary power and authority to execute and deliver the Agreement, this Agreement and had, as of their respective dates of to perform its obligations hereunder. The execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Subscriber of this Agreement and the Registration Rights Agreementperformance by Subscriber of its obligations hereunder have been duly authorized and approved by all necessary corporate action and no other corporate action on the part of Subscriber (including any governing body, and has the corporate power and authority shareholder or other equityholder of Subscriber) is necessary to perform authorize the execution and delivery by Subscriber of this Agreement or the performance by Subscriber of its obligations under the Agreements. hereunder. (c) This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have has been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the constituting a legal, valid and binding obligation agreement of Subscriber Subscriber, enforceable against Subscriber in accordance with its terms, subject in each case to the Bankruptcy and Equity Exceptions. 4.2. (d) The execution and delivery by Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders of this Agreement and the Registration Rights Agreement contain provisions that further restrict transfer performance by Subscriber of its obligations do not and will not (i) violate, conflict with or result in the breach of any provision of the Shares. 4.4. Subscriber understands that the purchase Governing Documents of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not ; (ii) contravene, conflict with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone violate any Law or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished Order applicable to Subscriber or to by which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation any of the Company as assets or properties of Subscriber deems to beis bound or subject; or (iii) violate, conflict with, result in any breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time, or its advisors deem both, would become a default) under, or result in the loss of any right or benefit under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on, require any consent, approval or waiver under, or give to beothers any rights of termination, necessary amendment, acceleration or advisable cancellation of, any Material Contract or Permit of Subscriber, except in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has case of clauses (ii) and (iii) for any such agency made any finding breaches, defaults, rights or determination as Encumbrances that have not had, or would not reasonably be expected to have, individually or in the fairness of this investmentaggregate, a Subscriber Material Adverse Effect. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. As a material inducement for the Company to accept Subscriber’s subscription and to admit Subscriber as a member pursuant to the Operating Agreement, Subscriber hereby represents and warrants to the Company that: 4.13.1. Subscriber has The Subscriber, if an entity, is, and shall at all times while it holds Subscription Investment remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full legal capacity, power and authority necessary to execute own its properties and deliver the Agreementto carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older, competent to enter into a contractual obligation, and had, as a citizen or resident of their respective dates the United States of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver America. The Operating Agreement shall become binding upon Subscriber on the Stockholders later of (i) the date of the Operating Agreement and (ii) the Registration Rights Agreementdate, and has if any, that the corporate power and authority necessary to perform its obligations under the AgreementsManager accepts this subscription. This Agreement, the Stockholders Agreement, and the Registration Rights Subscription Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, is a valid and binding obligation of Subscriber agreement, enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, except as explicitly provided for by law in addition to the restrictions on transfer imposed by the Securities Act certain jurisdictions, and any applicable state securities lawsas described in Operating Agreement, the Stockholders this Agreement and the Registration Rights Offering Circular, Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement contain provisions that further restrict transfer or any of the Sharespowers conferred herein. 4.43.2. Subscriber understands that The execution and delivery of this Subscription Agreement by the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course consummation of the transactions contemplated hereby and prior thereby, and the performance of Subscriber’s obligations under this Subscription Agreement and the Operating Agreement will not conflict with, or result in any violation of or default under, any agreement or other instrument to its purchase which Subscriber is a party or by which Subscriber or any of his/her properties are bound, or any United States permit, franchise, judgment, decree, statute, order, rule or regulation applicable to Subscriber or Subscriber’s business or properties. 3.3. Subscriber has received and read a copy of the SharesMemorandum, this Subscription Agreement and the Operating Agreement (collectively, the “Offering Materials”) and Subscriber has relied on nothing other than the Offering Materials in deciding whether to such information as it make an investment in the Company. In addition, Subscriber acknowledges that Subscriber has deemed material to its investment decision and has had been given the opportunity to (i) ask questions of, and receive satisfactory answers from, the Company concerning the terms and conditions of the investment Offering, (ii) perform his/her own independent investigations and to (iii) obtain additional information (in order to evaluate the extent merits and risks of an investment in the Company possessed such information or could acquire it without unreasonable effort or expense) necessary and to verify the accuracy of any the information furnished contained in the Offering Materials. No statement, printed material or other information that is contrary to Subscriber the information contained in the Offering Materials has been given or made by or on behalf of the Manager and/or the Company to which Subscriber has had accessSubscriber. Subscriber has madeconsulted, either alone to the extent deemed appropriate by Subscriber, with Subscriber’s own advisers as to the financial, tax, legal, accounting, regulatory and related matters concerning an investment in the Subscription Investment and on that basis understands the financial, tax, legal, accounting, regulatory and related consequences of an investment in the Subscription Investment, and believes that an investment in the Subscription Investment is suitable and appropriate for Subscriber. 3.4. The Subscriber understands that no state or together with its advisorsfederal authority has scrutinized this Agreement or the Subscription Investment offered pursuant hereto, such independent investigation has made any finding or determination relating to the fairness for investment of the Company as Subscriber deems to beSubscription Investment, or its advisors deem to behas recommended or endorsed the Subscription Investment, necessary and that the Subscription Investment have not been registered under the Act or advisable any state securities laws, in connection with this investmentreliance upon exemptions from registration thereunder. 3.5. Subscriber is Qualified Purchaser as defined in Section 2.1 and further detailed in the “State Law Exemption and Purchase Restrictions” of the Offering Circular. 3.6. Subscriber understands that no (i) the Company does not intend to register as an investment fund under the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), and (ii) Subscriber will not be afforded the protections provided to investors in registered investment companies under the Investment Company Act. 3.7. Subscriber recognizes that (i) an investment in the Company involves certain risks (including, without limitation, those described in the Memorandum), (ii) the Subscription Investment will be subject to certain restrictions on transferability as described in the Operating Agreement and (iii) as a result of the foregoing, the marketability of the Subscription Investment will be severely limited. Subscriber agrees that he/she will not transfer, sell, assign, pledge, mortgage or otherwise dispose of all or any portion of the Subscription Investment in any manner that would violate the Operating Agreement, the Securities Act or any United States federal or state agency laws or subject the Company or the Manager or any of its affiliates to regulation under the Investment Company Act or additional regulation under the United States Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Advisers Act”), the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) or the laws and regulations of any United States federal, state or municipal authority having jurisdiction thereover. 3.8. Subscriber is aware that (i) the Company has no financial or operating history, (ii) investment returns set forth in the Offering Circular or in any supplemental letters or materials thereto are not necessarily comparable to or indicative of the returns, if any, that may be achieved on investments made by the Company, (iii) the Manager or a person or entity selected by the Manager (which may be a manager, member, shareholder, partner or affiliate thereof) will receive substantial compensation in connection with the management of the Company, and (iv) no United States federal, state or local, governmental authority or other person has passed upon this investment the Subscription Investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of an investment in the Company. 3.9. Subscriber agrees that the Manager and the Company will provide via their proprietary platform any disclosure or document that is required by applicable securities laws to be provided to Subscriber. 3.10. Subscriber acknowledges that the Company seeks to comply with all applicable anti-money laundering laws and regulations. In furtherance of these efforts, Subscriber represents, warrants and agrees that (i) no part of the funds used by Subscriber to acquire the Subscription Investment or to satisfy his/her capital commitment obligations with respect thereto has been, or shall be, directly or indirectly derived from, or related to, any activity that may contravene United States federal or state laws or regulations, including anti-money laundering laws and regulations, and (ii) no capital commitment, contribution or payment to the Company by Subscriber and no distribution to Subscriber shall cause the Company or the Manager to be in violation of any applicable anti-money laundering laws or regulations including, without limitation, Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the United States Department of the Treasury Office of Foreign Assets Control regulations. Subscriber acknowledges and agrees that, notwithstanding anything to the contrary contained in the Operating Agreement or any other agreement, to the extent required by any anti-money laundering law or regulation, the Company and the Manager may prohibit capital contributions, restrict distributions or take any other reasonably necessary or advisable action with respect to the Subscription Investment, and Subscriber shall have no claim, and shall not pursue any claim, against the Company, the Manager or any other Person in connection therewith. 3.11. Neither the Manager nor any agent or employee of the Company or any Manager, nor any other person has at any time expressly or implicitly represented, guaranteed, or warranted to Subscriber that a percentage of profit and/or amount or type of consideration will be realized as a result of an investment in the Company, that past performance or experience on the part of the Manager or the Company or any of their respective affiliates or any other person or entity in any way indicates the predictable results of the ownership of the Company or of the overall Company business, that any cash distributions from the Company’s operations or otherwise will be made to the Subscribers by any specific date or will be made at all, or that any specific tax benefits will accrue as a result of an investment in the Company. 3.12. Subscriber has been advised to consult with Subscriber’s own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent Subscriber considers necessary. 3.13. Subscriber acknowledges that the tax consequences to Subscriber of investing in the Company will depend on Subscriber’s particular circumstances, and neither the Company nor the Manager or their partners, shareholders, members, managers, agents, officers, directors, employees, affiliates, or consultants will be responsible or liable for the tax consequences to Subscriber of an investment in the Company. Subscriber will look solely to, and rely upon, Subscriber’s own advisers with respect to the tax consequences of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber is an "accredited investor" as such term is defined in Section 2(15) of the Securities Act of 1933, as amended (the "Act") and Rule 501 of Regulation D promulgated thereunder pursuant to the categories checked by the Subscriber on the signature page hereto. Subscriber has full legal capacity, power and authority necessary is aware of the significance to execute and deliver the AgreementCompany of the foregoing representation, and had, as they are made with the intention that the Company will rely on them. (b) Subscriber has had an opportunity to ask questions of their respective dates and receive answers from duly designated representatives of execution the Company concerning the terms and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver conditions of the Stockholders Agreement and the Registration Rights Agreement, offering and has been afforded an opportunity to examine such documents and other information which Subscriber has requested for the corporate power purpose of answering any questions Subscriber may have concerning the business and authority necessary to perform its obligations under affairs of the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsCompany. 4.2. (c) Subscriber has been advised is not subscribing for the Common Stock as a result of, or subsequent to, an 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 other public solicitation. (d) Subscriber acknowledges and understands that the Shares have Common Stock has not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state securities or “blue sky” laws and, therefore, cannot ("State Law") and must be resold held indefinitely unless it is they are subsequently registered under the Securities Act and and/or applicable state securities laws State Law, or unless an exemption exemptions from such registration requirements is are available. Subscriber is aware agrees that the Common Stock will not be sold without registration under applicable securities laws (including the Act and State Law) or exemptions there from. The Company is not the only entity which may register its Common Stock under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and State Law. 4.3. (e) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the prospective investment and is able to make an informed investment decision based upon the information provided by the Company. (f) Subscriber further represents that Subscriber can bear the economic risk of such loss of its entire investment; that the address set forth herein is its principal residence (if an individual) or place of business (if an entity); that Subscriber intends to purchase the Common Stock for Subscriber's own account and not, in whole or in part, for the account of any other person; that Subscriber is purchasing the Common Stock for investment and not with a view to public resale or distribution; and that Subscriber has not formed any entity for an indefinite period the purpose of timepurchasing the Common Stock; and that this Subscription Agreement has been duly authorized by all necessary action on the part of the Subscriber and is a legal, valid and binding obligation of the Subscriber enforceable in accordance with its terms. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. (g) Subscriber is familiar with aware that the business Common Stock is and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” will be when issued "restricted securities" as that term is defined in Regulation D Rule 144 of the General Rules and Regulations under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf (h) Subscriber is fully aware of the Subscriberapplicable limitations on the resale of the Common Stock according to law.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatas follows: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. (a) (i) Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed an “accredited investor” as defined by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D Rule 501 under the Securities Act), as evidenced by the Accredited Investor Status Checklist (attached hereto as Exhibit B) and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Securities, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7protect Subscriber’s interests. Subscriber has carefully considered the potential risks relating shall submit to the Company such further assurances of accredited status as may reasonably be requested by the Company. (ii) Subscriber understands that the Company is relying on the accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the subscription. (b) Subscriber understands that the Securities are not presently registered and the purchase Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the Registration Statement. Subscriber understands that the Private Placement Warrants and Founder Shares will not be registered under the Securities Act on the basis that the issuance of the SharesPrivate Placement Warrants and Founder Shares is exempt under either Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the SEC, the statutory basis for the exemption claimed may not be present if any of the representations and warranties of Subscriber contained in (a) through (d) of this Section 2 are untrue or, notwithstanding Subscriber’s representations and warranties, Subscriber currently contemplates acquiring any of the Securities for resale. (c) Subscriber is purchasing and acquiring the Securities for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months 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 securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is familiar with not available for the business resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and financial condition, properties, operations and prospects that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and has had accessmaterial required to be filed, as applicable, during the course of preceding 12 months (or such shorter period that the transactions contemplated hereby Company was required to file such reports and prior to materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its purchase of the Shares, to such information status as it has deemed material to its investment decision and an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on its behalf concerning the terms and conditions of the investment Company’s proposed business plan and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has madereceived and reviewed all the information concerning the Securities and the Company’s business, either alone or together with its advisorsmanagement, such independent investigation financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company as and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company made to Subscriber deems in this Agreement. (f) Subscriber has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its advisors deem to be, necessary or advisable in connection with this investmentagents. Subscriber understands that no federal or state agency has passed upon Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or upon the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate a Business Combination within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (k) Subscriber understands that the officers and directors of the Company, nor and other similarly situated individuals, may receive better terms than those being offered to Subscriber hereby, which have been disclosed to Subscriber. (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any such agency facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not purchasing or acquiring the 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 or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the terms and provisions of this Agreement. (p) No representations or warranties have been made to Subscriber by the Company or any finding officer, employee, agent, affiliate or determination as subsidiary of the Company, other than the representations of the Company contained herein, and in purchasing the Founder Shares and subscribing for the Private Placement Warrants, Subscriber is not relying upon any representations other than those contained in this Agreement. Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the fairness Private Placement or the proposed business or prospects of this investmentthe Company. 4.8. (q) Subscriber represents and warrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, that is entitled to any compensation in connection with the transactions contemplated by this Agreement. (r) Subscriber acknowledges that if the Company does not complete an “accredited investor” as initial Business Combination within the required time period, (i) the assets in the Company’s trust account, including any remaining proceeds of the sale of the Private Placement Warrants, will be used to fund the redemption of its Public Shares and (ii) that term is defined in Regulation D there will be no liquidating distributions from the Company’s trust account with respect to the Securities held by the Sponsor, and the Private Placement Warrants and Founder Shares will expire worthless. (s) Subscriber will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement. (t) Subscriber understands that the offer and sale of the Securities to Subscriber has not been and will not be registered under the Securities Act. 4.9. The Company shall not have any liability , by reason of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Subscriber’s representations as expressed herein. Subscriber understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Subscriber must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Subscriber acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of Subscriber’s control, and which the Company is under no obligation and may not be able to satisfy. Subscriber acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. Subscriber understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that Subscriber r will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) The Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or of 2933, as amended (the “blue sky” laws andAct”), therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the Subscriber’s investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of in the Company and has had accessthe capacity to protect the Subscriber’s own interests. (b) The Subscriber understands that the Securities to be purchased have not been, during and will not be, registered under the course Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the transactions contemplated hereby Act and prior to its purchase the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the Sharesinvestment intent and the accuracy of the Subscriber’s representations as expressed herein. (c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 of the Securities for any particular price, or at any particular time, or upon the happening of 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 the Securities are not liquid investments. The Company has no obligation or intention to register the Securities for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Securities or compliance with Regulation A or some other exemption under the Act, except as otherwise set forth herein. (d) The Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such information as it has deemed material registration is available. The Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to its investment decision and resell under certain conditions such securities or a portion of such securities purchased in a private placement. The Subscriber acknowledges that the Subscriber is not relying on the Company in any way to satisfy the conditions precedent for resale of securities pursuant to Rule 144 under the Act. (e) The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been required by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by the Subscriber. In connection therewith, the Subscriber or to which acknowledges that the Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. The Subscriber has madereceived and reviewed a Summary Memorandum dated March 10, either alone 2008 relating to the Private Placement (the “Summary Memorandum”), and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, the Subscriber has been furnished with or together has had the opportunity to acquire, and to review, (i) copies of the Company’s most recent Annual Report on Form 10-KSB filed with its advisorsthe SEC and any Form 10-Q/10-QSB and Form 8-K filed thereafter (the “SEC Filings”), such independent investigation and other publicly available documents, and (ii) all information, both written and oral, that it desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. The 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 the Subscriber has not relied on any other representations or information. (f) The Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform the Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of the 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) The Subscriber has not, and will not, incur, directly or indirectly, as Subscriber deems to bea result of any action taken by the Subscriber, any liability for brokerage or its advisors deem to be, necessary finders’ fees or advisable agents’ commissions or any similar charges in connection with this Subscription Agreement. (h) To the extent the Subscriber deems necessary, the Subscriber has reviewed with the Subscriber’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Subscriber understands that the Subscriber (and not the Company) shall be responsible for the Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (i) This Subscription Agreement does not contain any untrue statement of a material fact concerning the Subscriber. (j) There are no actions, suits, proceedings or investigations pending against the Subscriber or the Subscriber’s properties 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 the Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (k) 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 the 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 the Subscriber or the Securities. (l) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that the Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of his/her/its investment. Subscriber understands acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the Summary Memorandum under the caption “Risk Factors”, as well as the factors described under “Risk Factors” in the Company’s SEC Filings. (m) The Subscriber recognizes that no federal federal, state or state foreign agency has passed upon this investment recommended or upon endorsed the Company, nor has any such agency made any finding or determination as to purchase of the fairness of this investmentSecurities. 4.8. (n) Subscriber is an aware that the Securities are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D 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 by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.” (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 the 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. 4.9. The (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (8)Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if the Subscriber is a corporation, 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 public resale or distribution; a d that Subscriber has not formed any entity for the purpose of purchasing the Securities. (u) Subscriber understands that the Company shall not have the unconditional right to accept or reject this subscription, in whole or in part, for any liability of any kind reason or without a specific reason, in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s funds), This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Company (the “Acceptance Date”). In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (v) The Subscriber represents that Subscriber has not received any general solicitation or general advertising regarding the purchase of the Securities. (w) The Subscriber represents that he/she/it bas accurately completed the Purchaser Questionnaire.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company and, if a party to the Escrow Agreement, the Escrow Agent as follows: 4.1(a) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act” or “Securities Act”) or “a qualified institutional buyer” as defined in Rule 144A (a) of the Act and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities and has the ability and capacity to protect Subscriber’s interests. Subscriber is not required to register as a broker dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (b) Subscriber understands that the Securities have not been registered. Subscriber understands that the Securities will not be registered under the Act on the grounds that the issuance thereof is exempt under Section 4(2) of the Act as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC” or “Commission”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Agreement or those of other purchasers of the Securities are untrue, subject to Subscriber’s registration rights set forth hereunder. (c) Subscriber is purchasing the Securities subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of the Securities in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment; provided, however, that by making the representations herein, Subscriber does not agree to hold any of the Securities subscribed for hereby for any minimum or other specific term and reserves the right to dispose of such Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Act. (d) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, the Company or any authorized 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has full had opportunity to review the Company’s filings with the SEC, including the Form 10-K for the year ended December 31, 2011, and the Form 10-Q for the quarter ended March 31, 2012 (collectively, the “Disclosure Package” or “SEC Reports”), and has received all the information, both written and oral, that Subscriber has requested from the Company. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review: (i) copies of all of the Company’s publicly available documents on the ▇▇▇▇▇ system maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/searchedgar/webusers.htm and the Disclosure Package, and (ii) all information, both written and oral, that Subscriber desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(f) below. Subscriber understands that no person has been authorized to give any information or to make any representations which were not contained in the Disclosure Package and Subscriber has not relied on any other representations or information. (e) Subscriber has all requisite legal capacity, and other power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders this Agreement and the Registration Rights Agreement, to carry out and has the corporate power and authority necessary to perform its Subscriber’s obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each terms of this Agreement, the Stockholders . This Agreement and the Registration Rights Agreement constitutes, the legal, constitutes a valid and legally binding obligation of Subscriber Subscriber, enforceable against Subscriber in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 4.2(f) Subscriber has carefully considered and has discussed with the Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has been advised relied solely on such advisors and not on any statements or representations 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 Agreement. (g) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Shares have will not been registered under result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Subscriber is a party or by which 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 Securities. (h) Subscriber acknowledges that an investment in the Securities Act is speculative and involves 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. (i) Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors in the Disclosure Package as well as the following additional risks: · The Company’s ability to develop additional products/formulations or any state other uses for its current product such as treating sarcopenia; · The Company’s limited financial resources and its ability to continue as a going concern; · The Company’s need for additional financing in the future; · The Company’s history of net losses and cash flow deficits; · This offering is being made on a “best efforts” no minimum or maximum basis; · The fact that up to $350,000 of the net proceeds from this offering may be used to repay the Company’s accrued expenses and the remainder of the net proceeds shall be used for working capital, research and development, or strategic initiatives; · The Company’s ability to invest in research and development and clinically validate the efficacy of MYO-T12; · The Company’s reliance on a single manufacturer and third-party suppliers; · Potential competitors with greater financial and other resources; · The Company’s lack of independent corporate governance; · The Company’s failure to develop additional products so as not to rely on its sole existing product; · The Company may issue additional Shares and other securities or “blue sky” laws andin the future, therefore, cannot be resold unless which could dilute your ownership of the Company; · The price per share is greater than the net tangible book value per share and Subscriber acknowledges that he/she/it is registered under will suffer immediate dilution; and · The Company’s management has broad discretion over the Securities Act and applicable state securities laws or unless an exemption use of proceeds from such registration requirements is available. this offering. (j) Subscriber is aware that the Shares are “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. (k) Because of the legal restrictions imposed on resale, Subscriber understands that the Company is not under any obligation shall have the right to effect any such registration with respect 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 other dispositions of the Shares (except solely to the extentby Subscriber, if any, provided will be made in compliance with the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and all applicable rules and regulations promulgated thereunder. 4.3. (l) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (m) Subscriber further represents that the address of Subscriber 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 the resale or distribution thereof; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (n) 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 funds). This Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such investmentrejection) will be promptly returned in full without interest thereon or deduction therefrom. (o) 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, or is in any way contrary to or inconsistent with, statements made in the Disclosure Package and this Agreement. (p) Subscriber represents that Subscriber is not subscribing for the 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 or any public announcement or filing of or by the Company. (q) 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 that Subscriber is not relying upon any representations other than those contained in the Disclosure Package or in this Agreement. (r) Subscriber represents and warrants, to the best of Subscriber’s knowledge, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is able entitled to incur any compensation in connection with the transactions contemplated by this Subscription Agreement, other than a complete loss broker-dealer retained by the Company. Subscriber understands that the Company may retain one or more broker-dealers and pay them customary compensation for offerings of such investment and is able to bear the economic risk of such investment for an indefinite period of timethis nature. 4.7. (s) Subscriber has carefully considered represents and warrants that Subscriber has: (i) not distributed or reproduced the potential risks relating to Disclosure Package, in whole or in part, at any time, without the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects prior written consent of the Company and has had access, during (ii) kept confidential the course existence of the transactions contemplated hereby Disclosure Package and prior the information contained therein or made available in connection with any further investigation of the Company. (t) If Subscriber is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Agreement and purchase the Securities as provided herein; (ii) its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions Securities will not result in any violation of, and receive answers fromor conflict with, the Company concerning the terms and conditions any term or provision of the investment and to obtain additional information (to the extent Company possessed such information charter, by-laws or could acquire it without unreasonable effort or expense) necessary to verify the accuracy other organizational documents of any information furnished to Subscriber or any other instrument or agreement to which Subscriber has had access. Subscriber has made, either alone is a party or together with its advisors, such independent investigation is subject; (iii) the execution and delivery of this Agreement and Subscriber’s purchase of the Company as Securities has been duly authorized by all necessary action on behalf of the Subscriber; and (iv) all of the documents relating to the Subscriber’s subscription to the Securities have been duly executed and delivered on behalf of Subscriber. (u) Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands acknowledges that no United States federal or state agency or any other governmental or state agency has passed upon this investment on or upon the Company, nor has any such agency made any finding recommendations or determination as to the fairness endorsement of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf the suitability of the Subscriberinvestment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) The Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws andAct”), therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the Subscriber’s investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of in the Company and has had accessthe capacity to protect the Subscriber’s own interests. (b) The Subscriber understands that the Securities to be purchased have not been, during and will not be, registered under the course Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the transactions contemplated hereby Act and prior to its purchase the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the Sharesinvestment intent and the accuracy of the Subscriber’s representations as expressed herein. (c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 of the Securities for any particular price, or at any particular time, or upon the happening of 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 the Securities are not liquid investments. The Company has no obligation or intention to register the Securities for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Securities or compliance with Regulation A or some other exemption under the Act, except as otherwise set forth herein. (d) The Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such information as it has deemed material registration is available. The Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to its investment decision and resell under certain conditions such securities or a portion of such securities purchased in a private placement. The Subscriber acknowledges that the Subscriber is not relying on the Company in any way to satisfy the conditions precedent for resale of securities pursuant to Rule 144 under the Act. (e) The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been required by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by the Subscriber. In connection therewith, the Subscriber or to which acknowledges that the Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. The Subscriber has madereceived and reviewed a Summary Memorandum dated August 22, either alone 2008 relating to the Private Placement (the “Summary Memorandum”), and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, the Subscriber has been furnished with or together has had the opportunity to acquire, and to review, (i) copies of the Company’s most recent Annual Report on Form 10-KSB filed with its advisorsthe SEC and any Form 10-Q/10-QSB and Form 8-K filed thereafter (the “SEC Filings”), such independent investigation and other publicly available documents, and (ii) all information, both written and oral, that it desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. The 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 the Subscriber has not relied on any other representations or information. (f) The Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform the Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of the 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) The Subscriber has not, and will not, incur, directly or indirectly, as Subscriber deems to bea result of any action taken by the Subscriber, any liability for brokerage or its advisors deem to be, necessary finders’ fees or advisable agents’ commissions or any similar charges in connection with this Subscription Agreement. (h) To the extent the Subscriber deems necessary, the Subscriber has reviewed with the Subscriber’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Subscriber understands that the Subscriber (and not the Company) shall be responsible for the Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (i) This Subscription Agreement does not contain any untrue statement of a material fact concerning the Subscriber. (j) There are no actions, suits, proceedings or investigations pending against the Subscriber or the Subscriber’s properties 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 the Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (k) 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 the 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 the Subscriber or the Securities. (l) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that the Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of his/her/its investment. Subscriber understands acknowledges that he/she/it has carefully reviewed and considered the risk factors described under “Risk Factors” in the Company’s SEC Filings. (m) The Subscriber recognizes that no federal federal, state or state foreign agency has passed upon this investment recommended or upon endorsed the Company, nor has any such agency made any finding or determination as to purchase of the fairness of this investmentSecurities. 4.8. (n) Subscriber is an aware that the Securities are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D 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 by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.” (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 the 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. 4.9. The (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if the Subscriber is a corporation, 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 public 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 not have the unconditional right to accept or reject this subscription, in whole or in part, for any liability of any kind reason or without a specific reason, in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Company (the “Acceptance Date”). In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (v) The Subscriber represents that Subscriber has not received any general solicitation or general advertising regarding the purchase of the Securities. (w) The Subscriber represents that he/she/it has accurately completed the Purchaser Questionnaire.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the AgreementsAgreement. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have has been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders This Agreement and the Registration Rights Agreement constitutes, constitutes the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms, subject to bankruptcy, insolvency, moratorium and other remedies affecting creditors’ rights generally. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act, with more than $10,000,000 (ten million dollars) in investments. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. In order to induce the Company to accept this subscription, the Subscriber hereby represents and warrants thatto, and covenants with, the Company as follows: 4.1. A. The Subscriber is subscribing for the IMS Shares for its own account for investment purposes and not with a view towards distribution and has full legal capacity, power no present arrangement or intention to sell the Common Stock; B. The Subscriber acknowledges and authority necessary to execute and deliver agrees that the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement IMS Shares and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares securities contained therein have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, canand may not be resold offered or sold in the United States or to U.S. Persons unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such the registration requirements of the Act is available. ; C. The Subscriber is aware not an officer, director or "affiliate" (as that term is defined in Rule 403 under the Act) of the Company; D. Subscriber is qualified to purchase the Shares under the laws of its jurisdiction of residence and the offer and sale of the Shares will not violate the securities or other laws of such jurisdiction; E. All invitations, offers and sales of or in respect of, any of the IMS Shares, by Subscriber and any distribution by Subscriber of any documents relating to the offer by it of any of the IMS Shares will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need be filed and no other filing need be made by Company is not under with any obligation regulatory authority or stock exchange in any country or any political subdivision of any country; F. The Subscriber has received and carefully reviewed the Company's 1999 Annual Report and fiscal year to effect date SEC filings and has had the opportunity to ask and receive answers to any such registration and all questions the Subscriber had with respect to the Shares (except solely to the extentCompany, if anyits business, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration.management and current financial condition; 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. G. The Subscriber is acquiring the Shares to be acquired either an accredited investor as defined by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under and has completed and provided herewith the Securities Act), Accredited Investor Questionnaire attached hereto or the Subscriber represents that it has such knowledge and experience expertise in financial and business matters that the Subscriber is capable of evaluating the merits and risks involved in an investment in the Common Stock and acknowledges that an investment in the IMS Shares entails a number of such investment, very significant risks and Subscriber is able to incur a complete withstand the total loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.its investment; 4.7. Subscriber has carefully considered the potential risks relating H. Except as set forth in this Agreement, no representations or warranties have been made to the Company and Subscriber by the purchase of the Shares. Subscriber is familiar with the business and financial conditionCompany, propertiesor any agent, operations and prospects employee or affiliate of the Company and has had accessin entering into this transaction the Subscriber is not relying upon any information, during other than that which is contained in the course attached Disclosure Package, the receipt of which is hereby acknowledged and the results of any independent investigation by the Subscriber; I. The Subscriber understands that the IMS Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the transactions contemplated hereby United States Federal and prior 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 IMS Shares, and the Subscriber acknowledges that it is Subscriber's responsibility to satisfy itself as to the full observance by this Offering and the sale of the IMS Shares to Subscriber of the laws of any jurisdiction outside the United States and Subscriber has done so; J. The Subscriber has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement is a legally binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms; and K. Subscriber understands that in the view of the SEC the statutory basis for the exemption claimed for the transaction would not be present if the Offering, although in technical compliance with Regulation D, is part of a plan or scheme to evade the registration provisions of the 1933 Act and Subscriber confirms that its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy is not part of any information furnished to Subscriber such plan or to which Subscriber has had accessscheme. Subscriber has made, either alone or together with its advisors, such independent investigation of no present intention to sell the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investmentIMS Shares. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act”), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able Subscriber’s investment in the Securities and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7(b) Subscriber understands that the Securities have not been registered. Subscriber has carefully considered understands that the potential risks relating sale of Securities to Subscriber will not be registered under the Company and Act on the purchase ground that the issuance thereof is exempt under Section 4(2) of the SharesAct as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 at any particular time, or upon the happening of 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 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 familiar 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. In the event that the Company determines to register the Securities under the Act, Subscriber agrees to cooperate with the business Company as reasonably requested by the Company in connection with the preparation and financial conditionfiling of a registration statement, properties, operations and prospects unless such Subscriber notifies the Company in writing of Subscriber’s election to exclude all of Subscriber’s Securities from the registration statement. Upon effectiveness of the Company and has had accessregistration statement, during Subscriber further agrees that it will comply with the course prospectus delivery requirements of the transactions contemplated hereby and prior Act as applicable to its purchase it in connection with sales of the Shares, Securities pursuant to such information as it has deemed material to its investment decision and registration statement. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. Subscriber has madehad the opportunity to review the Company’s filings with the SEC, either alone including the Form 10-K for the year ended May 31, 2013 (the “SEC Reports”) and Subscriber has received and reviewed the Subscription Booklet, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or together has had the opportunity to acquire, and to review, all information (including copies of all of the Company’s publicly available documents on the E▇▇▇▇ system maintained by the SEC at h▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/searchedgar/webusers.htm and the SEC Reports), both written and oral, that it desires with its advisorsrespect to the Company’s business, such independent investigation management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company as Subscriber deems and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to be, or its advisors deem to be, necessary or advisable in connection with this investmentparagraph. Subscriber understands that no federal person has been authorized to give any information or state agency to make any representations which were not furnished pursuant to this paragraph and Subscriber has passed upon not relied on any other 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 terms of 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 Subscriber’s professional legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for 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 Subscriber. Subscriber relies solely on such advisors and not on any statements or representations 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 upon the Companytransactions 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 has result in the creation of any such agency made mortgage, pledge, lien, encumbrance or charge against any finding of the assets or determination as to properties of Subscriber or the fairness Securities. (k) Subscriber acknowledges that the Securities are speculative and involve a high degree of this risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of its investment. 4.8. (l) Subscriber fully understands that a portion of the proceeds from this Offering will be used for the repayment of certain 12% Promissory Notes issued in an offering that commenced October 22, 2013 unless such notes all converted into this Offering in accordance with their terms, the potential acquisition of future staffing companies and general working capital of the Company. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is an aware that the Securities are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Securities Act. 4.9. The (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 that it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of 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 funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the 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 in this Subscription Booklet. (w) 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, Subscriber is not relying upon any representations other than those contained in this Subscription Agreement. Subscriber further acknowledges that the Company is a publicly reporting company and that additional information about the Company can be retrieved from the SEC’s website. (x) Subscriber represents and warrants, to the best of its knowledge, unless previously disclosed to the Company or its counsel, that 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. (y) Subscriber represents and warrants that he, she or it is not an affiliate of the Company. (z) Subscriber understands that there is no minimum amount which must be raised before the Company holds an initial closing of this Offering and that the Company will not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment enough money to any broker, finder, agent or like party retained by or on behalf implement its business plan unless it raises a substantial percentage of the Offering amount. Subscriber acknowledges that if the Company does not raise a substantial percentage of the Offering amount, it will lead to the complete loss of Subscriber’s investment.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and hadScanTech Parties, as of their respective dates the date hereof and as of execution the Effective Date, as follows: (a) Subscriber is agreeing to purchase the Securities solely for Subscriber’s own account and delivery by Subscriber, full legal capacity, power for investment and authority necessary to execute and deliver not with a view toward the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2distribution thereof. Subscriber has been advised understands that the Shares have Securities for which Subscriber is subscribing will not been be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities or “blue sky” laws and, therefore, and therefore cannot be resold unless it is registered under the Securities Act and applicable state securities laws laws, or unless an exemption from such registration requirements is available. Subscriber is aware acknowledges that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to because of the restrictions on transfer imposed by the transferability of the Securities, the Subscriber must bear the economic risk of Subscriber’s investment in the Securities Act for an indefinite period of time. (b) Subscriber is familiar with the business and any applicable state securities laws, financial condition and operations of the Stockholders Agreement Company. Subscriber has had access to such information concerning the Company and the Registration Rights Agreement contain provisions that further restrict transfer of Securities as the Shares. 4.4. Subscriber understands that deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares involves a high degree Securities. Subscriber understands the risks associated with an investment in the Securities and is financially capable of riskbearing the economic risk of this investment and could afford the loss of the total amount of this investment. 4.5. (c) Subscriber is acquiring has all requisite authority (and in the Shares case of an individual, the capacity) to purchase the Securities, enter into this Agreement and to perform all the obligations required to be acquired performed by Subscriber hereunder for the undersigned hereunder, and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. (d) Subscriber has, either alone or together with the assistance of a presently qualifies as an “purchaser representativeaccredited investor” (as such term is defined in Rule 501 of Regulation D under the Securities Act), with such sufficient knowledge and experience in with financial and business matters that to enable Subscriber is capable of evaluating to evaluate the risks and merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Actcontemplated hereunder. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered Rule 501 under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able Subscriber’s investment in the Securities and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7(b) Subscriber understands that the Securities have not been registered. Subscriber has carefully considered understands that the potential risks relating sale of Securities to Subscriber will not be registered under the Company and Securities Act on the purchase ground that the issuance thereof is exempt under Section 4(a)(2) of the SharesSecurities Act as a transaction by an issuer not involving any public offering and that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for distribution or resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the 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 Securities Act or unless an exemption from such registration is available. Subscriber is familiar aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities and the availability of certain current public information about the Company. In the event that the Company determines to register any of the Securities under the Securities Act, Subscriber agrees to cooperate with the business Company as reasonably requested by the Company in connection with the preparation and financial conditionfiling of a registration statement, properties, operations and prospects unless such Subscriber notifies the Company in writing of Subscriber’s election to exclude all of Subscriber’s Securities from the registration statement. Upon effectiveness of the Company and has had accessregistration statement, during Subscriber further agrees that it will comply with the course prospectus delivery requirements of the transactions contemplated hereby and prior Securities Act as applicable to its purchase it in connection with sales of the Shares, Securities pursuant to such information as it has deemed material to its investment decision and registration statement. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. In determining whether to make this investment, Subscriber has made, either alone or together with its advisors, such independent investigation relied solely on Subscriber’s own knowledge and understanding of the Company as Subscriber deems and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to be, or its advisors deem to be, necessary or advisable in connection with this investmentparagraph. Subscriber understands that no federal person has been authorized to give any information or state agency to make any representations which were not furnished pursuant to this paragraph and Subscriber has passed upon not relied on any other 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 terms of 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s professional legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for 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 Subscriber. Subscriber relies solely on such advisors and not on any statements or representations 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 upon the Companytransactions contemplated by this Subscription Agreement. (h) This Subscription Agreement, including the Accredited Investor Questionnaire, 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 has result in the creation of any such agency made mortgage, pledge, lien, encumbrance or charge against any finding of the assets or determination as to properties of Subscriber or the fairness Shares. (k) Subscriber acknowledges that an investment in the Shares is speculative and involves a high degree of this risk and that Subscriber can bear the economic risk of the purchase of the Shares, including a total loss of its investment. 4.8. (l) Subscriber fully understands that the proceeds from this Offering will be used, among other things, for general working capital of the Company in the discretion of the Company. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Shares. (n) Subscriber is an aware that the Shares are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Securities Act. 4.9. The (o) 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 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 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. (q) Because of the restrictions imposed on resale, Subscriber understands that the Company shall not 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 liability other dispositions of the Shares by Subscriber, if any, will be in compliance with the Securities Act. (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Shares and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of 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 Shares for Subscriber’s own account and not, in whole or in part, for the account of any kind 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 respect 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 funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the 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 brokerage oral representation or finders’ feesoral information in connection with the Offering of the Shares. (w) No representations or warranties have been made to Subscriber by the Company, agents’ commissions 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, Subscriber is not relying upon any representations other than those contained in this Subscription Agreement. (x) Subscriber represents and warrants, to the best of its knowledge, unless previously disclosed to the Company or its counsel, that no finder, broker, agent, financial advisor or other similar payment intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any broker, finder, agent or like party retained compensation in connection with the transactions contemplated by or on behalf this Subscription Agreement. (y) Subscriber understands that there is no minimum amount which must be raised before the Company accepts the subscription of the SubscriberSubscriber and there can be no assurance that the Company will be able to sell the entirety of the Shares pursuant to the Offering, which may adversely affect the Company’s working capital position.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) The Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws andAct”), therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the Subscriber’s investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of in the Company and has had accessthe capacity to protect the Subscriber’s own interests. (b) The Subscriber understands that the Securities to be purchased have not been, during and will not be, registered under the course Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the transactions contemplated hereby Act and prior to its purchase the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the Sharesinvestment intent and the accuracy of the Subscriber’s representations as expressed herein. (c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 of the Securities for any particular price, or at any particular time, or upon the happening of 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 the Securities are not liquid investments. The Company has no obligation or intention to register the Securities for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Securities or compliance with Regulation A or some other exemption under the Act. (d) The Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities, the availability of certain current public information as it about the Company, the resale occurring not less than one year after a party has deemed material purchased and paid for the security to its investment decision be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. The Subscriber acknowledges that the Subscriber is not relying on the Company in any way to satisfy the conditions precedent for limited resale of securities pursuant to Rule 144 under the Act. (e) The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been required by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by the Subscriber. In connection therewith, the Subscriber or to which acknowledges that the Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. The Subscriber has madereceived and reviewed the Private Placement Memorandum, either alone or together and all the information, both written and oral, that it desires with its advisorsrespect to the Company’s business, such independent investigation management, financial affairs and prospects. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. The 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 the Subscriber has not relied on any other representations or information. (f) The Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform the Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of the 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) The Subscriber has not, and will not, incur, directly or indirectly, as Subscriber deems to bea result of any action taken by the Subscriber, any liability for brokerage or its advisors deem to be, necessary finders’ fees or advisable agents’ commissions or any similar charges in connection with this Subscription Agreement. (h) To the extent the Subscriber deems necessary, the Subscriber has reviewed with the Subscriber’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Subscriber understands that the Subscriber (and not the Company) shall be responsible for the Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (i) This Subscription Agreement does not contain any untrue statement of a material fact concerning the Subscriber. (j) There are no actions, suits, proceedings or investigations pending against the Subscriber or the Subscriber’s properties 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 the Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (k) 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 the 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 the Subscriber or the Securities. (l) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that the Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of his/her/its investment. Subscriber understands acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the Private Placement Memorandum under the caption “Risk Factors”. (m) The Subscriber recognizes that no federal federal, state or state foreign agency has passed upon this investment recommended or upon endorsed the Company, nor has any such agency made any finding or determination as to purchase of the fairness of this investmentSecurities. 4.8. (n) Subscriber is an aware that the Securities are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D 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 by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.” (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 the 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. 4.9. The (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if the Subscriber is a corporation, 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 public 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 not have the unconditional right to accept or reject this subscription, in whole or in part, for any liability of any kind reason or without a specific reason, in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Company (the “Acceptance Date”). In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (v) The Subscriber represents that Subscriber has not received any general solicitation or general advertising regarding the purchase of the Securities. (w) The Subscriber represents that he/she/it has accurately completed the Purchaser Questionnaire.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) Subscriber acknowledges that the proceeds from the sale of the Note may be used to enter into the cannabis industry and although cannabis cultivation and distribution is legal under Massachusetts law, cannabis remains a controlled substance under federal law and that the cultivation, possession of distribution of cannabis under federal law is a felony. (b) Subscriber acknowledges that the Company has full legal capacity, power never generated revenues and authority necessary to execute and deliver that there is a substantial risk that the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform Company will default on its obligations under the Agreements. This Agreement, Convertible Note (the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms“Note”). 4.2. (c) Subscriber has been advised acknowledges that neither the Shares have not been Note nor the Securities of common stock that may be received on conversion of the Note will be registered under the Securities Act or on the ground that the issuance thereof is exempt under either Regulation D and/or Section 4(2) of the Act as a transaction by an issuer not involving any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. public offering. (d) Subscriber is aware that purchasing the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file Note subscribed for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder hereby for Subscriber’s own account investment purposes and not with a view to, to distribution or resale. (e) Subscriber acknowledges that there is no market for resale in connection withthe Company’s Note or the Securities of common stock that may be issued on conversion. As a result, the distribution thereof in violation of the Securities Actmust be held indefinitely. 4.6. (f) Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters acknowledges that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to Subscriber or to which received by Subscriber. The Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has madereceived and reviewed all the information concerning the Company both written and oral, either alone that Subscriber desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or together has had the opportunity to acquire, and to review: all information that Subscriber desires with its respect to the Company’s business, management, financial affairs and prospects. (g) Subscriber acknowledges that the Subscriber has reviewed the Company’s information as provided. That the Company is a new company with limited assets. (h) 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 terms of this Subscription Agreement. (i) Subscriber has carefully considered and has discussed with the Subscriber’s 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 independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has relied solely on such independent investigation advisors and not on any statements or representations of the Company as or any of its agents. (j) Subscriber deems to beacknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, or including a total loss of his/her/its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. (k) Subscriber is an acknowledges that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (l) Subscriber acknowledges that the Securities are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Act. (m) Subscriber understands that any and all certificates representing the Note or any securities that may be issued upon the conversion of the Note, and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act. 4.9”). The Company shall securities may not have any liability of any kind be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment which the issuer of this certificate has received an opinion of counsel satisfactory to any broker, finder, agent or like party retained by or on behalf the issuer of this certificate to such effect. Copies of the Subscriberagreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the issuer of this certificate at the principal executive offices of the issuer of this certificate.” (n) Subscriber represents that: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford a complete loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its interests in connection with this subscription; or

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber acknowledges and understands that the Company is a start-up venture with very little current capital resources. Therefore, an investment in the Company involves a very high degree of risk and should not be undertaken if the Subscriber cannot afford to lose the Subscriber’s entire investment in the Company. The Subscriber acknowledges and confirms that the Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of the Subscriber’s investment. Subscriber has full legal capacity, power acknowledges and authority necessary agrees that such Subscriber’s investment in the Company is reasonable in relation to execute Subscriber’s net worth and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsfinancial needs. 4.2. (b) Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act acknowledges and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware understands that the Company is not under any obligation presently current in its filings with the Securities and Exchange Commission (the “SEC”) and, therefore, Subscriber does not have access to effect any such registration with respect to current information regarding the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registrationCompany. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. (c) Subscriber is acquiring the Shares to be acquired an “accredited investor” as defined by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D Rule 501 under the Securities Act), and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Securities, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7(d) Subscriber understands that the Securities are not presently registered and other than as set forth herein the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from registration. Subscriber has carefully considered understands that the potential risks relating to Securities will not be registered under the Company and Act on the purchase ground that the issuance thereof is exempt under Section 4(a)(2) of the SharesAct and/or Regulation D as a transaction by an issuer not involving any public offering and that, in the view of the SEC, the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the Securities are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some predetermined event. (e) Subscriber is purchasing the Securities subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, 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 SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (f) Subscriber acknowledges and understands that there exists no public market for the Securities, that no such public market may develop in the future, that the Securities, when issued, will be “restricted securities” and as a result, 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 further acknowledges and understands that no active market exists for the Common Stock and that the Common Stock is only quoted and very sporadically traded on the OTC Market. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the Company provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, 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 had accesspurchased 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 the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and any three-month period not exceeding specified limitations. (g) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on their behalf concerning the terms Company and conditions of its proposed business plan (including, without limitation, as described in the investment Executive Summary) and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has received and reviewed all the information concerning the Company and the Securities, both written and oral, that Subscriber desires (including, without limitation, the Executive Summary). Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that Subscriber desires with respect to the Company’s business, management, financial affairs, prospects and risks. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information (if any) furnished pursuant to this paragraph. (h) 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 terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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. (i) Subscriber has carefully considered and has discussed with the Subscriber’s 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 independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations 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. (j) This Subscription Agreement does not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (k) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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. (l) The execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which 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 Securities. If Subscriber is an individual, Subscriber has had accesslegal capacity to execute and deliver this Subscription Agreement. (m) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (n) Subscriber is aware that the Company is a recently-formed development stage company with no operations and no commitments for any additional capital that may be needed in the future. Subscriber acknowledges that it has madeexperience in evaluating the risks of investing in early stage development companies. (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, either alone 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.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or together with its advisorsin exchange therefor, shall bear such independent investigation legend as may be required by the securities laws of (or based on) the jurisdiction in which Subscriber resides. (p) Because of the legal restrictions imposed on resale, Subscriber understands that the Company as shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber deems has been informed of the Company’s intention to bedo so. Any sales, transfers, or other dispositions of the Securities by Subscriber, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (q) Subscriber represents that (i) Subscriber has (and could be reasonably assumed to have) the ability and capacity to protect his/her/its advisors deem to be, necessary or advisable interests in connection with this investment. ; or (ii) Subscriber understands that no federal has a pre-existing personal or state agency has passed upon this investment business relationship with either the Company or upon any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the Companycharacter, nor has any business acumen and general business and financial circumstances of the Company or such agency made any finding or determination as affiliate and is otherwise personally qualified to evaluate and assess the fairness risks, nature and other aspects of this investment. 4.8(r) Subscriber further represents that the address of Subscriber 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; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (s) 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 funds). This Subscription Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (t) Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the Offering or the business or prospects of the Company that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Subscription Agreement or the disclosures contained in the Executive Summary. (u) Subscriber represents that Subscriber is not subscribing for the 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 or any public announcement (including via social media) or filing of or by the Company or any of their affiliates, agents or representatives. (v) Subscriber has carefully read and agrees to each of the terms and provisions of this Subscription Agreement. (w) Subscriber acknowledges that 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 this Subscription Agreement. (x) Subscriber represents and warrants that Subscriber has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Subscriber and neither be 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 (other than Subscriber’s legal and tax advisors) notwithstanding that the Subscriber’s Subscription may not be accepted by the Company. Subscriber will not undertake any purchases of the Company’s securities while in possession of material non-public information regarding the Company (it being agreed and acknowledged by the Subscriber that the contents of the Executive Summary constitute material non-public information within the meaning of the U.S. federal securities laws). (y) If the Subscriber is an “accredited investor” as a corporation, partnership, limited liability company, trust, or other entity, the person executing this Subscription Agreement hereby represents and warrants that term the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (z) If the Subscriber is defined a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in Regulation D under good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Subscription Agreement and purchase the Securities Act. 4.9. The Company shall as provided herein; (ii) its purchase of the Securities will not have result in any liability violation of, or conflict with, any term or provision of any kind in respect of any brokerage or finders’ feesthe charter, agents’ commissions by-laws or other similar payment organizational documents of Subscriber or any other instrument or agreement to any broker, finder, agent which the Subscriber is a party or like party retained is subject; (iii) the execution and delivery of this Subscription Agreement and Subscriber’s purchase of the Securities has been duly authorized by or all necessary action on behalf of the Subscriber; (iv) all of the documents relating to the Subscriber’s subscription to the Securities have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber; and (v) has not been organized for the specific purpose of purchasing the Securities (unless all beneficial owners of the Subscriber are “accredited investors”) and is not prohibited from so purchasing the Securities.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatas follows: 4.1. (a) Subscriber has full legal capacityis acquiring the Stock for its own account for investment, power and authority necessary to execute and deliver not for the Agreementinterest of any other person, and had, as not with a view to the resale of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary the Stock to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsothers. 4.2. (b) Subscriber has been advised understands that the Shares have Stock will not been be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from of any state, and that Subscriber has no right to require such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided as set forth in the Registration Rights Agreement) or to file for or comply with any exemption from registrationJoinder. 4.3. (c) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber it is capable of seeking out and evaluating the information relevant to evaluating NewCo, the proposed activities thereof, and the merits and risks of such the prospective investment, is able and to incur a complete loss of such make an informed investment and is able to bear the economic risk of such investment for an indefinite period of timedecision in connection therewith. 4.7(d) Subscriber is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to subscribe and perform its obligations hereunder, has taken all limited liability company action necessary to purchase the Stock pursuant to this Agreement, and was not organized for the purpose of acquiring the Stock unless all of its equity owners qualify as accredited investors within the meaning of Regulation D promulgated under the Securities Act. (e) Subscriber warrants that Subscriber is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. (f) Subscriber acknowledges that Subscriber has been provided with all other materials and information it has requested, to the extent possessed or obtainable by Clearwire. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, Clearwire, Sprint and their respective officers, employees, and representatives concerning NewCo and the Company concerning transactions contemplated by the terms Transaction Agreement. (g) Except for the representations and conditions warranties of Clearwire and NewCo in this Agreement, in making a decision to acquire the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Stock, Subscriber has had access. Subscriber has made, either alone or together with relied solely upon its advisors, such own counsel and independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency investigations made any finding or determination as to the fairness of this investment. 4.8by Subscriber. Subscriber is an “accredited investor” as that term is defined not relying on Clearwire with respect to legal, tax and other economic considerations involved in Regulation D under the Securities Actthis transaction. 4.9. The Company shall not have any liability (h) All requisite action on the part of any kind Subscriber, its officers, managers and members necessary for the authorization, execution and delivery of this Agreement has been taken, and this Agreement constitutes the valid and legally binding obligations of Subscriber, enforceable in respect accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of any brokerage or findersgeneral application affecting enforcement of creditors’ feesrights generally, agents’ commissions and (ii) as limited by laws and principles relating to the availability of specific performance, injunctive relief, or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriberequitable remedies.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company and Xsovt as follows: 4.1. (a) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as defined by Rule 501 (a copy of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered which definition is set forth on Annex A attached hereto) under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act”), and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Securities, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7(b) Subscriber understands that the Securities are not presently registered and other than as set forth herein the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from registration. Subscriber has carefully considered understands that the potential risks relating to Securities will not be registered under the Company and Act on the purchase ground that the issuance thereof is exempt under Section 4(2) of the SharesAct as a transaction by an issuer not involving any public offering and that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the Securities are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber is purchasing the Securities subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, 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 SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when issued, will be “restricted securities” and as a result, 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 familiar with the business and financial condition, properties, operations and prospects aware of the Company provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, 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 had accesspurchased 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 the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and any three-month period not exceeding specified limitations. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers fromfrom Xsovt, the Company or any authorized person acting on their behalf concerning Xsovt and the terms Company and conditions of Xsovt’s proposed business plan (including, without limitation, as described in the investment Executive Summary) and to obtain any additional information (information, to the extent possessed by Xsovt or the Company possessed such information (or to the extent it could acquire it have been acquired by Xsovt or the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has received and reviewed all the information concerning Xsovt, the Company and the Securities, both written and oral, that Subscriber desires (including, without limitation, the Executive Summary). Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that Subscriber desires with respect to Xsovt’s the Company’s business, management, financial affairs, prospects and risks. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of Xsovt and the Company and their businesses based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(g) below. (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 terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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 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 independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of Xsovt, the Company or any of its agents. Subscriber understands that Subscriber (and not Xsovt or 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 or omit any material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which 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 Securities. If Subscriber is an individual, Subscriber has had accesslegal capacity to execute and deliver this Subscription Agreement. (k) Subscriber acknowledges that an investment in the Securities is speculative and involves 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 and agrees that such Subscriber’s investment in the Company is reasonable in relation to Subscriber’s net worth and financial needs and Subscriber is able to bear the economic risk of losing their entire investment in the Securities. (m) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (n) Subscriber is aware that: (i) Xsovt is a recently-formed development stage company with no operations and no commitments for any additional capital that may be needed in the future and (ii) the Company is a shell company (although it is agreed that Xsovt or its affiliates make no representation or warranty regarding the past history or operations of the Company). Subscriber has madeexperience in evaluating the risks of investing in early stage development companies. (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, either alone 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.” In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or together with its advisorsin exchange therefor, shall bear such independent investigation legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (p) Because of the legal restrictions imposed on resale, Subscriber understands that the Company as shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber deems has been informed of the Company’s intention to bedo so. Any sales, transfers, or other dispositions of the Securities by Subscriber, if any, will be made in compliance with the Act and all applicable rules and regulations promulgated thereunder. (q) Subscriber represents that (i) Subscriber has (and could be reasonably assumed to have) the ability and capacity to protect his/her/its advisors deem to be, necessary or advisable interests in connection with this investment. subscription; or (ii) Subscriber has a pre-existing personal or business relationship with either Xsovt, the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of Xsovt, the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (r) Subscriber further represents that the address of Subscriber 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; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (s) Subscriber understands that no federal Xsovt and the Company shall have the unconditional right to accept or state agency 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 funds). This Subscription Agreement is not binding upon Xsovt or the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (t) Subscriber has passed upon not been furnished with any oral representation or oral information in connection with or in any way relating to the Offering or the business or prospects of Xsovt or the Company (including the actual or anticipated officers or directors of the Company following the Offering) that is not contained in, or is in any way contrary to or inconsistent with, statements made in this investment Subscription Agreement or upon the disclosure contained in the Executive Summary. (u) Subscriber represents that Subscriber is not subscribing for the 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 or any public announcement or filing of or by Xsovt or the Company or any of their affiliates, agents or representatives. (v) Subscriber has carefully read each of the terms and provisions of this Subscription Agreement. (w) No representations or warranties have been made to Subscriber by the Company, nor has or any such agency made 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 finding or determination as representations other than those contained in this Subscription Agreement. (x) Subscriber represents and warrants, to the fairness best of Subscriber’s knowledge, that 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. (y) Subscriber represents and warrants that Subscriber has kept and will keep confidential any information made available in connection with its investigation of Xsovt or the Company and its intended business and agrees that all such information shall be kept in confidence by the Subscriber and neither be 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 (other than Subscriber’s legal and tax advisors) notwithstanding that the Subscriber’s Subscription may not be accepted by the Company. Subscriber will not undertake any purchases of the Company’s securities while in possession of material non-public information regarding Xsovt or the Company (it being agreed and acknowledged by the Subscriber that the contents of the Executive Summary constitute material non-public information within the meaning of the U.S. federal securities laws). (z) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, the person executing this Subscription Agreement hereby represents and warrants that the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (aa) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Subscription Agreement and purchase the Securities as provided herein; (ii) its purchase of the Securities will not result in any violation of, or conflict with, any term or provision of the charter, by-laws or other organizational documents of Subscriber or any other instrument or agreement to which the Subscriber is a party or is subject; (iii) the execution and delivery of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under Subscription Agreement and Subscriber’s purchase of the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained has been duly authorized by or all necessary action on behalf of the Subscriber.; (iv) all of the documents relating to the Subscriber’s subscription to the Securities have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber; and (v) has not been organiz

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act”), and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities and has the ability and capacity to protect Subscriber’s interests. (b) Subscriber understands that the Securities have not been registered. Subscriber understands that the Securities will not be registered under the Act on the ground that the issuance thereof is exempt under Section 4(a)(2) and Rule 506(b) of the Act and as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the Preferred Shares are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Preferred Shares for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber is purchasing the Preferred Shares subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of the Securities in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, the Company or any authorized 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has full received and reviewed the Subscription Booklet, and all the information concerning the Company and the Securities, both written and oral, that Subscriber desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review: (i) copies of all of the Company’s publicly available documents, the Subscription Booklet, and (ii) all information, both written and oral, that Subscriber desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(g) below. Subscriber understands that no person has been authorized to give any information or to make any representations which were not contained in the Subscription Booklet and Subscriber has not relied on any other representations or information. (e) Subscriber has all requisite legal capacity, and other power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders this Subscription Agreement and the Registration Rights Agreement, to carry out and has the corporate power and authority necessary to perform its Subscriber’s obligations under the Agreementsterms of this Subscription Agreement. This Agreement, the Stockholders Agreement, and the Registration Rights Subscription Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, constitutes a valid and legally binding obligation of Subscriber Subscriber, enforceable against Subscriber in accordance with its terms, 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. 4.2(f) Subscriber has carefully considered and has discussed with the Subscriber’s 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 independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has been advised relied solely on such advisors and not on any statements or representations 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. (g) This Subscription Agreement and the Accredited Investor Questionnaire accompanying this Subscription Agreement do not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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. (i) The execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Preferred Shares have constituting the components of the Preferred Shares will not been registered under result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Subscriber is a party or by which 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 Preferred Shares. (j) Subscriber acknowledges that an investment in the Securities Act is speculative and involves 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. (k) Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors” section of the Subscription Booklet. (l) Subscriber recognizes that no federal, state or any state securities foreign agency has recommended or “blue sky” laws and, therefore, cannot be resold unless it is registered under endorsed the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. purchase of the Securities. (m) Subscriber is aware that the Preferred Shares are, and the Common Stock issuable upon conversion of the Preferred Shares will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. (n) Subscriber understands that the Preferred Shares shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: (o) Because of the legal restrictions imposed on resale, Subscriber understands that the Company is not under any obligation shall have the right to effect any such registration with respect 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 other dispositions of the Preferred Shares (except solely to the extentby Subscriber, if any, provided will be made in compliance with the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and all applicable rules and regulations promulgated thereunder. 4.3. (p) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss an investment in the Securities and of such making an informed investment and decision with respect thereto. (q) Subscriber represents that: (i) Subscriber is able to bear the economic risk risks of an investment in the Securities and to afford a complete loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such investment for an indefinite period duration and nature as would enable a reasonably prudent purchaser to be aware of timethe character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. 4.7(r) Subscriber further represents that the address of Subscriber 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 the resale or distribution thereof; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (s) 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 funds). This Subscription Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (t) 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, or is in any way contrary to or inconsistent with, statements made in the Subscription Booklet and this Subscription Agreement. (u) Subscriber represents that Subscriber is not subscribing for the 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 or any public announcement or filing of or by the Company. (v) Subscriber has carefully considered read this Subscription Agreement and the potential risks relating Subscription Booklet, and Subscriber has accurately completed the Accredited Investor Questionnaire which accompanies this Subscription Agreement. (w) 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 Subscription Booklet or in this Subscription Agreement. (x) Subscriber represents and warrants, to the Company best of Subscriber’s knowledge, that 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. (y) Subscriber represents and warrants that Subscriber has: (i) not distributed or reproduced the Subscription Booklet, in whole or in part, at any time, without the prior written consent of the Company, (ii) kept confidential the existence of the Subscription Booklet and the purchase of the Shares. Subscriber is familiar information contained therein or made available in connection with the business and financial condition, properties, operations and prospects any further investigation of the Company and has had access, during (iii) refrained and shall refrain from trading in the course publicly-traded securities of the transactions contemplated Company for so long as such recipient has been in possession of any material non-public information contained in the Subscription Booklet. (z) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, the person executing this Subscription Agreement hereby represents and prior warrants that the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (aa) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Subscription Agreement and purchase the Securities as provided herein; (ii) its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions Securities will not result in any violation of, and receive answers fromor conflict with, the Company concerning the terms and conditions any term or provision of the investment and to obtain additional information (to the extent Company possessed such information charter, by-laws or could acquire it without unreasonable effort or expense) necessary to verify the accuracy other organizational documents of any information furnished to Subscriber or any other instrument or agreement to which the Subscriber has had access. Subscriber has made, either alone is a party or together with its advisors, such independent investigation is subject; (iii) the execution and delivery of this Subscription Agreement and Subscriber’s purchase of the Company as Subscriber deems to be, or its advisors deem to be, Securities has been duly authorized by all necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or action on behalf of the Subscriber; and (iv) all of the documents relating to the Subscriber’s subscription to the Securities have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber. (bb) The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇> before making the following representations. The Subscriber represents that the amounts invested by it in the Company 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 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 individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists; To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Company should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. The Subscriber further acknowledges that the Company may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Compan

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) The Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an "accredited investor" as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or “blue sky” laws andof 1933, thereforeas amended (the "Act"), cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the Subscriber's investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of in the Company and has had accessthe capacity to protect the Subscriber's own interests. (b) The Subscriber understands that the Securities to be purchased have not been, during and will not be, registered under the course Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the transactions contemplated hereby Act and prior to its purchase the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the Sharesinvestment intent and the accuracy of the Subscriber's representations as expressed herein. (c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 of the Securities for any particular price, or at any particular time, or upon the happening of 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 the Securities are not liquid investments. The Company has no obligation or intention to register the Securities for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Securities or compliance with Regulation A or some other exemption under the Act. (d) The Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of Securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the Securities, the availability of certain current public information as it about the Company, the resale occurring not less than one year after a party has deemed material purchased and paid for the security to its investment decision be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of Securities being sold during any three-month period not exceeding specified limitations. The Subscriber acknowledges that the Subscriber is not relying on the Company in any way to satisfy the conditions precedent for limited resale of Securities pursuant to Rule 144 under the Act. (e) The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been required by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by the Subscriber. In connection therewith, the Subscriber or to which acknowledges that the Subscriber has had accessthe opportunity to discuss the Company's business, management and financial affairs with the Company's management or any person acting on its behalf. The Subscriber has madereceived all the information, either alone both written and oral, that it desires. Without limiting the generality of the foregoing, the Subscriber has been furnished with or together has had the opportunity to acquire, and to review, (i) copies of the Company's publicly available documents, and (ii) all information, both written and oral, that it desires with its advisorsrespect to the Company's business, such independent investigation management, financial affairs and prospects, including the proposed acquisition of the business and assets of ▇▇▇.▇▇▇, Inc. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber's own knowledge and understanding of the Company and its business based upon the Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph. The 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 the Subscriber has not relied on any other representations or information. (f) The Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform the Subscriber's obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of the 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) The Subscriber has not, and will not, incur, directly or indirectly, as Subscriber deems to bea result of any action taken by the Subscriber, any liability for brokerage or its advisors deem to be, necessary finders' fees or advisable agents' commissions or any similar charges in connection with this investmentSubscription Agreement. (h) To the extent the Subscriber deems necessary, the Subscriber has reviewed with the Subscriber's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Subscriber understands that no federal or state agency has passed upon the Subscriber (and not the Company) shall be responsible for the Subscriber's own tax liability that may arise as a result of this investment or upon the Companytransactions contemplated by this Subscription Agreement. (i) This Subscription Agreement does not contain any untrue statement of a material fact concerning the Subscriber. (j) There are no actions, nor has suits, proceedings or investigations pending against the Subscriber or the Subscriber's properties before any such court or governmental agency made any finding or determination as (nor, to the fairness Subscriber's knowledge, is there any threat thereof) which would impair in any way the Subscriber's ability to enter into and fully perform the Subscriber's commitments and obligations under this Agreement or the transactions contemplated hereby. (k) 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 the 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 the Subscriber or the Securities. (l) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that the Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of his/her/its investment. 4.8. (m) The Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is an “accredited investor” aware that the Securities are and will be, when issued, "restricted securities" as that term is defined in Regulation D 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 by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company's counsel that registration is not required under said Act." (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 the 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. 4.9. The (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if the 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 public 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 funds). This Subscription Agreement is not have binding upon the Company until accepted by an authorized officer of the Company. In the event that the subscription is rejected, then Subscriber's subscription funds will be returned without interest thereon or deduction therefrom. (v) The Subscriber represents that Subscriber has not received any liability general solicitation or general advertising regarding the purchase of the Securities. (w) The Subscriber is neither a U.S. Person (as hereinafter defined) nor acquiring the Securities for the account or benefit of any kind U.S. Person. "U.S. Person" means any natural person resident in respect the United States; any partnership or corporation organized or incorporated under the laws of the United States; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or, any partnership or corporation if (A) organized or incorporated under the laws of any brokerage foreign jurisdiction, and (B) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or finders’ feesincorporated, agents’ commissions and owned, by accredited investors who are not natural persons, estates or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscribertrusts.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber acknowledges and understands that an investment in the Company involves a very high degree of risk and should not be undertaken if the Subscriber cannot afford to lose the Subscriber’s entire investment in the Company. The Subscriber acknowledges and confirms that the Subscriber can bear the economic risk of the purchase of the Purchased Units, including a total loss of the Subscriber’s investment. Subscriber has full legal capacity, power acknowledges and authority necessary agrees that such Subscriber’s investment in the Company is reasonable in relation to execute Subscriber’s net worth and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsfinancial needs. 4.2. (b) Subscriber has been advised that the Shares have not been registered is either (1) an “accredited investor” as defined by Rule 501(a) of Regulation D (a copy of which definition is set forth on Exhibit B attached hereto) under the Securities Act or any state securities or “blue sky” laws and, therefore, can(2) not be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representativeU.S. Person” (as such term is defined in Rule 902 of Regulation D S under the Securities Act), and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Purchased Units, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7protect Subscriber’s interests. Subscriber has carefully considered experience with investing in early stage, pre-revenue companies. (c) Subscriber understands that the potential risks relating to Purchased Units are not presently registered and other than as set forth herein the Company and has no obligation to register the purchase Purchased Units or assist the Subscriber in obtaining an exemption from registration. Subscriber understands that the Purchased Units will not be registered under the Securities Act on the ground that the issuance thereof is exempt under Section 4(a)(2) of the SharesSecurities Act or Rule 506 of Regulation D as a transaction by an issuer not involving any public offering and that, in the view of the SEC, the statutory basis for the exemption claimed would not be present if any of the representations and warranties of Subscriber contained in this Agreement or those of other purchasers of the Purchased Units are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Purchased Units for resale upon the occurrence or non-occurrence of some predetermined event. (d) Subscriber is purchasing the Purchased Units subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Purchased Units made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Purchased Units is not a liquid investment. (e) Subscriber acknowledges and understands that there exists no public market for the Purchased Units, that no such public market may develop in the future, that the Purchased Units, when issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Purchased Units must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the Company provisions of Rule 144 promulgated under the Securities Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, 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, in general, not less than six months after a party has had accesspurchased 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, in certain cases, the number of shares of common stock being sold during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and any three-month period not exceeding specified limitations. (f) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, the Company or any authorized person acting on its behalf concerning the terms Company and conditions of its proposed business plan (including, without limitation, as described in the investment Offering Documents) and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has received and reviewed all the information concerning the Company and the Purchased Units that Subscriber desires (including, without limitation, the Offering Documents). Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review, all information that Subscriber desires with respect to the Company’s business, management, financial affairs, prospects and risks. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information (if any) furnished pursuant to this paragraph. (g) Subscriber has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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. (h) Subscriber has carefully considered and has discussed with the Subscriber’s 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 Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations 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 Agreement. (i) This Agreement and the Confidential Investor Questionnaire does not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (j) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Agreement or the transactions contemplated hereby. (k) The execution, delivery and performance of and compliance with this Agreement and the issuance of the Purchased Units will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles or certificate of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber has had accessis a party or by which 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 Purchased Units. If Subscriber is an individual, Subscriber has madelegal capacity to execute and deliver this Agreement. (l) Subscriber recognizes that no federal, either alone state or together with its advisorsforeign agency has reviewed, such independent investigation recommended or endorsed the purchase of the Purchased Units or any facts or circumstances related thereto. (m) Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the “Risk Factors” section of the Offering Documents. (n) Subscriber understands that any and all certificates representing the Purchased Units 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.” In addition, the certificates representing the Purchased Units, 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 (or based on) the jurisdiction in which Subscriber resides. (o) Because of the legal restrictions imposed on resale, Subscriber understands that the Company as shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber deems has been informed of the Company’s intention to bedo so. Any sales, transfers or other dispositions of the Purchased Units by Subscriber, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (p) Subscriber represents that (i) Subscriber has (and could be reasonably assumed to have) the ability and capacity to protect his/her/its advisors deem to be, necessary or advisable interests in connection with this investment. ; or (ii) Subscriber understands that no federal has a pre-existing personal or state agency has passed upon this investment business relationship with either the Company or upon any agent thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the Companycharacter, nor has any business acumen and general business and financial circumstances of the Company or such agency made any finding or determination as affiliate and is otherwise personally qualified to evaluate and assess the fairness risks, nature and other aspects of this investment. 4.8(q) Subscriber further represents that the address of Subscriber 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 Purchased Units for Subscriber’s own account and not, in whole or in part, for the account of any other person; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Purchased Units. (r) 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 funds). This Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. (s) Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the Offering or the business or prospects of the Company that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Agreement or the disclosures contained in the Offering Documents. (t) Subscriber represents that Subscriber is not subscribing for the Purchased Units 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 or any public announcement or filing of or by the Company or any of their affiliates, agents or representatives. (u) Subscriber has carefully read each of the Offering Documents, including but not limited to the Offering Documents and this Subscription Agreement (including all annexes and exhibits hereto and thereto), and agrees to each of the terms and provisions of this Subscription Agreement. (v) Subscriber acknowledges that 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 Purchased Units the Subscriber is not relying upon any representations other than those contained in this Subscription Agreement. (w) Subscriber represents and warrants that Subscriber has kept and will keep confidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Subscriber and neither be 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 (other than Subscriber’s legal and tax advisors) notwithstanding that the Subscriber’s subscription may not be accepted by the Company. Subscriber is an “accredited investor” as will not undertake any purchases of the Company’s securities while in possession of material non-public information regarding the Company (it being agreed and acknowledged by the Subscriber that term is defined in Regulation D under the Securities Actcontents of the Offering Documents constitute material non-public information within the meaning of the U.S. federal securities laws). 4.9. The Company shall not have any (x) If the Subscriber is a corporation, partnership, limited liability of any kind in respect of any brokerage or finders’ feescompany, agents’ commissions trust, or other similar payment entity, the person executing this Agreement hereby represents and warrants that the above representations and warranties shall be deemed to any brokerhave been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (y) If the Subscriber is a corporation, finderpartnership, agent limited liability company, trust, or like party retained other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Agreement and purchase the Purchased Units as provided herein; (ii) the execution and delivery of this Agreement and Subscriber’s purchase of the Purchased Units has been duly authorized by or all necessary action on behalf of the Subscriber; (iii) all of the documents relating to the Subscriber’s subscription to the Purchased Units have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber; and (iv) has not been organized for the specific purpose of purchasing the Purchased Units (unless all beneficial owners of the Subscriber are “accredited investors”) and is not prohibited from so purchasing the Purchased Units.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations Rule 501 under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able Subscriber’s investment in the Securities and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7(b) Subscriber understands that the Series A-2 Preferred Stock has not been registered and will not be registered under the Act. Subscriber has carefully considered understands that the potential risks relating sale of Series A-2 Preferred Stock to Subscriber will not be required to be registered under the Company and Act on the purchase ground that the issuance thereof is exempt under Section 4(a)(2) of the SharesAct as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring the Series A-2 Preferred Stock for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber acknowledges and understands that the Series A-2 Preferred Stock is being purchased for investment 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 at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Series A-2 Preferred Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Series A-2 Preferred Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is familiar aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of a security subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the security and the availability of certain current public information about the Company. In the event that the Company determines to register the Securities under the Act, Subscriber agrees to cooperate with the business Company as reasonably requested by the Company in connection with the preparation and financial conditionfiling of a registration statement, properties, operations and prospects unless such Subscriber notifies the Company in writing of Subscriber’s election to exclude all of Subscriber’s Series A-2 Preferred Stock from the registration statement. Upon effectiveness of the Company and has had accessregistration statement, during Subscriber further agrees that it will comply with the course prospectus delivery requirements of the transactions contemplated hereby and prior Act as applicable to its purchase it in connection with sales of the Shares, their Series A-2 Preferred Stock pursuant to such information as it has deemed material to its investment decision and registration statement. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. Subscriber has madereceived and reviewed the Subscription Booklet, either alone and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or together has had the opportunity to acquire, and to review, all information, both written and oral, that it desires with its advisorsrespect to the Company’s business, such independent investigation management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company as Subscriber deems and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to be, or its advisors deem to be, necessary or advisable in connection with this investmentparagraph. Subscriber understands that no federal person has been authorized to give any information or state agency to make any representations which were not furnished pursuant to this paragraph and Subscriber has passed upon not relied on any other 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 terms of 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 Subscriber’s professional legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for 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 Subscriber. Subscriber relies solely on such advisors and not on any statements or representations 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 upon the Companytransactions 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 Series A-2 Preferred Stock 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 has result in the creation of any such agency made mortgage, pledge, lien, encumbrance or charge against any finding of the assets or determination as to properties of Subscriber or the fairness Series A-2 Preferred Stock. (k) Subscriber acknowledges that the Series A-2 Preferred Stock is speculative and involve a high degree of this risk and that Subscriber can bear the economic risk of the purchase of the Series A-2 Preferred Stock, including a total loss of its investment. 4.8. (l) Subscriber fully understands that the proceeds from this Offering will be used for general working capital of the Company and research costs. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is an aware that the shares of Series A-2 Preferred Stock is and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Securities Act. 4.9(o) Subscriber understands that any and all certificates representing shares of Series A-2 Preferred Stock 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. The THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.” (p) In addition, the certificates representing shares of Series A-2 Preferred Stock, 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 Series A-2 Preferred Stock 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 that it is capable of evaluating the merits and risks of an investment in the Series A-2 Preferred Stock and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Series A-2 Preferred Stock and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) 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 funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Company. In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (u) Subscriber has not been furnished with any oral representation or oral information in connection with the Offering of the Securities that is not in this Subscription Booklet. (v) No representations or warranties have been made to Subscriber by the Company, or any liability officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Series A-2 Preferred Stock, Subscriber is not relying upon any kind representations other than those contained in respect this Subscription Agreement. (w) Subscriber represents and warrants, to the best of any brokerage its knowledge, unless previously disclosed to the Company or finders’ feesits counsel, agents’ commissions that no finder, broker, agent, financial advisor or other similar payment intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any brokercompensation in connection with the transactions contemplated by this Subscription Agreement. (x) Subscriber represents and warrants that he, finder, agent she or like party retained by or on behalf it is not an affiliate of the SubscriberCompany. (y) Subscriber understands that there is no minimum amount which must be raised before the Company holds an initial closing of this Offering.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations Rule 501 under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able Subscriber’s investment in the Securities and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7(b) Subscriber understands that the Series A-1 Preferred Stock has not been registered and will not be registered under the Act. Subscriber has carefully considered understands that the potential risks relating sale of Series A-1 Preferred Stock to Subscriber will not be required to be registered under the Company and Act on the purchase ground that the issuance thereof is exempt under Section 4(a)(2) of the SharesAct as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring the Series A-1 Preferred Stock for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber acknowledges and understands that the Series A-1 Preferred Stock is being purchased for investment 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 at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Series A-1 Preferred Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Series A-1 Preferred Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is familiar aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of a security subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the security and the availability of certain current public information about the Company. In the event that the Company determines to register the Securities under the Act, Subscriber agrees to cooperate with the business Company as reasonably requested by the Company in connection with the preparation and financial conditionfiling of a registration statement, properties, operations and prospects unless such Subscriber notifies the Company in writing of Subscriber’s election to exclude all of Subscriber’s Series A-1 Preferred Stock from the registration statement. Upon effectiveness of the Company and has had accessregistration statement, during Subscriber further agrees that it will comply with the course prospectus delivery requirements of the transactions contemplated hereby and prior Act as applicable to its purchase it in connection with sales of the Shares, their Series A-1 Preferred Stock pursuant to such information as it has deemed material to its investment decision and registration statement. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. Subscriber has madereceived and reviewed the Subscription Booklet, either alone and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or together has had the opportunity to acquire, and to review, all information, both written and oral, that it desires with its advisorsrespect to the Company’s business, such independent investigation management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company as Subscriber deems and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to be, or its advisors deem to be, necessary or advisable in connection with this investmentparagraph. Subscriber understands that no federal person has been authorized to give any information or state agency to make any representations which were not furnished pursuant to this paragraph and Subscriber has passed upon not relied on any other 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 terms of 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 Subscriber’s professional legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for 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 Subscriber. Subscriber relies solely on such advisors and not on any statements or representations 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 upon the Companytransactions 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 Series A-1 Preferred Stock 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 has result in the creation of any such agency made mortgage, pledge, lien, encumbrance or charge against any finding of the assets or determination as to properties of Subscriber or the fairness Series A-1 Preferred Stock. (k) Subscriber acknowledges that the Series A-1 Preferred Stock is speculative and involve a high degree of this risk and that Subscriber can bear the economic risk of the purchase of the Series A-1 Preferred Stock, including a total loss of its investment. 4.8. (l) Subscriber fully understands that the proceeds from this Offering will be used for general working capital of the Company and research costs. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is an aware that the shares of Series A-1 Preferred Stock is and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Securities Act. 4.9(o) Subscriber understands that any and all certificates representing shares of Series A-1 Preferred Stock 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. The THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.” (p) In addition, the certificates representing shares of Series A-1 Preferred Stock, 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 Series A-1 Preferred Stock 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 that it is capable of evaluating the merits and risks of an investment in the Series A-1 Preferred Stock and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Series A-1 Preferred Stock and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) 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 funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Company. In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (u) Subscriber has not been furnished with any oral representation or oral information in connection with the Offering of the Securities that is not in this Subscription Booklet. (v) No representations or warranties have been made to Subscriber by the Company, or any liability officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Series A-1 Preferred Stock, Subscriber is not relying upon any kind representations other than those contained in respect this Subscription Agreement. (w) Subscriber represents and warrants, to the best of any brokerage its knowledge, unless previously disclosed to the Company or finders’ feesits counsel, agents’ commissions that no finder, broker, agent, financial advisor or other similar payment intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any brokercompensation in connection with the transactions contemplated by this Subscription Agreement. (x) Subscriber represents and warrants that he, finder, agent she or like party retained by or on behalf it is not an affiliate of the SubscriberCompany. (y) Subscriber understands that there is no minimum amount which must be raised before the Company holds an initial closing of this Offering.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company that: 4.1(a) Reliance on Exemptions. Subscriber has full legal capacity, power understands that the Securities are being offered and authority necessary to execute and deliver sold in reliance upon specific exemptions from registration provided in the AgreementSecurities Act, and hadupon exemptions from registration under State securities laws, as and acknowledges that the Offering has not been reviewed by the Securities and Exchange Commission or any state agency because it is intended to be a nonpublic offering exempt from the registration requirements of their respective dates the Securities Act and State securities laws. Subscriber understands that the Company is relying upon, and intends that the Company rely upon, the truth and accuracy of, and Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of execution and delivery by Subscriber, full legal capacity, power and authority necessary Subscriber set forth herein in order to execute and deliver determine the Stockholders Agreement availability of such exemptions and the Registration Rights Agreementeligibility of Subscriber to acquire the Securities. The Company may only make offers to sell the Securities to persons outside the United States in this Offering and, and has if applicable, at the corporate power and authority necessary to perform its obligations under the Agreements. This Agreementtime any buy order is originated, the Stockholders Agreementbuyer is outside the United States. The undersigned has not received an offer to purchase Securities inside the United States and will not originate a buy order inside the United States. (b) Investment Purpose. The undersigned is either (i) an “accredited investor” if a U.S. investor, or (ii) not a U.S. person as defined under Rule 902 of Regulation S, and the Registration Rights Agreement have been duly executed Securities are being purchased for Subscriber’s own account, for investment purposes only and delivered by Subscriber. Each not for distribution or resale to others in contravention of this Agreement, the Stockholders Agreement and registration requirements of the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2Securities Act. Subscriber has been advised agrees that it will not sell or otherwise transfer the Shares have not been Securities unless they are registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not available under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and permitted by the certificate of incorporation of the Company. Subscriber has no contract, undertaking, agreement, or arrangement with any applicable state securities lawsperson to sell, distribute, transfer, or pledge to such person or anyone else the Stockholders Agreement Securities which Subscriber hereby subscribes to purchase, or any interest therein, and Subscriber has no present plans to enter into any such contract, undertaking, agreement, or arrangement. Subscriber agrees that the Registration Rights Agreement contain provisions that further restrict Company and its affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the Sharesforegoing restrictions. 4.4(c) Accredited Investor. Subscriber understands that the purchase of the Shares involves Subscriber, if a high degree of risk. 4.5. Subscriber U.S. investor, is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a an “purchaser representativeaccredited investor” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act), such knowledge as amended to date, a summary of which is attached hereto as Exhibit B, and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such any investment for an indefinite period of time. 4.7in the Securities and in the Company. Subscriber has carefully considered the potential risks relating shall complete and deliver to the Company and the purchase prior to Closing an executed copy of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information Accredited Investor Questionnaire attached hereto as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.Exhibit A.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) The Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws andAct”), therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such the Subscriber’s investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of in the Company and has had accessthe capacity to protect the Subscriber’s own interests. (b) The Subscriber understands that the Securities to be purchased have not been, during and will not be, registered under the course Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the transactions contemplated hereby Act and prior to its purchase the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the Sharesinvestment intent and the accuracy of the Subscriber’s representations as expressed herein. (c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 of the Securities for any particular price, or at any particular time, or upon the happening of 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 the Securities are not liquid investments. The Company has no obligation or intention to register the Securities for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Securities or compliance with Regulation A or some other exemption under the Act. (d) The Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such information as it has deemed material registration is available. The Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to its investment decision and resell under certain conditions such securities or a portion of such securities purchased in a private placement. The Subscriber acknowledges that the Subscriber is not relying on the Company in any way to satisfy the conditions precedent for resale of securities pursuant to Rule 144 under the Act. (e) The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been required by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by the Subscriber. In connection therewith, the Subscriber or to which acknowledges that the Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. The Subscriber has madereceived and reviewed the Private Placement Memorandum, either alone and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, the Subscriber has been furnished with or together has had the opportunity to acquire, and to review, (i) copies of the Company’s most recent Annual Report on Form 10-K filed with its advisorsthe SEC and any Form 10-Q and Form 8-K filed thereafter, such independent investigation and other publicly available documents, and (ii) all information, both written and oral, that it desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. The 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 the Subscriber has not relied on any other representations or information. (f) The Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform the Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of the 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) The Subscriber has not, and will not, incur, directly or indirectly, as Subscriber deems to bea result of any action taken by the Subscriber, any liability for brokerage or its advisors deem to be, necessary finders’ fees or advisable agents’ commissions or any similar charges in connection with this Subscription Agreement. (h) To the extent the Subscriber deems necessary, the Subscriber has reviewed with the Subscriber’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Subscriber understands that the Subscriber (and not the Company) shall be responsible for the Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (i) This Subscription Agreement does not contain any untrue statement of a material fact concerning the Subscriber. (j) There are no actions, suits, proceedings or investigations pending against the Subscriber or the Subscriber’s properties 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 the Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (k) 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 the 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 the Subscriber or the Securities. (l) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that the Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of his/her/its investment. Subscriber understands acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the Private Placement Memorandum under the caption “Risk Factors”, as well as the risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 in Part I, Item 1A “Risk Factors”. (m) The Subscriber recognizes that no federal federal, state or state foreign agency has passed upon this investment recommended or upon endorsed the Company, nor has any such agency made any finding or determination as to purchase of the fairness of this investmentSecurities. 4.8. (n) Subscriber is an aware that the Securities are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D 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 therefore shall bear the following legend, or one substantially similar thereto, which Subscriber has read and understands: “The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.” (p) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which the 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. 4.9. The (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii) (a) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (b) Subscriber has a pre-existing personal or business relationship with either the Company shall not have any liability or an affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if the Subscriber is a corporation, 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 kind other person; Subscriber is purchasing the Securities for investment and not with a view to public resale or distribution; and that Subscriber has not formed any entity for the purpose of purchasing the Securities. (u) Subscriber understands that the Company and the Placement Agent shall have the unconditional right to accept or reject this subscription, in respect whole or in part, for any reason or without a specific reason (even after receipt and clearance of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained Subscriber’s funds). This Subscription Agreement is not binding upon the Company until accepted by or on behalf an authorized officer of the Company (the “Acceptance Date”). In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (v) The Subscriber represents that Subscriber has not received any general solicitation or general advertising regarding the purchase of the Securities. (w) The Subscriber represents that he/she/it has accurately completed the Purchaser Questionnaire. (x) The Subscriber represents and warrants that Subscriber has: (i) not distributed or reproduced the Private Placement Memorandum, in whole or in part, at any time, without the prior written consent of the Company and the Placement Agent, and (ii) kept confidential the existence of the Private Placement Memorandum and the information contained therein or made available in connection with any further investigation of the Company.

Representations and Warranties of Subscriber. By executing this Agreement, Subscriber hereby acknowledges, represents and warrants thatto the Company as follows: 4.1(a) Subscriber has received the form of Note of even date herewith, attached to this Agreement as Exhibit A, the most recent annual report to shareholders, Form 10-K, and proxy statement for the Parent, the most recent Form 10-K of the Company (“Annual Reports”), and all reports required to be filed by the Company or Parent since the distribution or filing of the Annual Reports, as well as the Company’s Offering Circular prepared in conjunction with a concurrent offering of Notes (including the section therein entitled “Use of Proceeds”). Subscriber has full legal capacity, power considered such documents thoroughly and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the sought appropriate legal, valid investment and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2tax advice regarding the subject Note if deemed desirable. Subscriber has been advised hereby agrees to all terms of the Note as set forth therein. In addition, both Subscriber and Company acknowledge that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act principal executive officer and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer a director of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to both the Company and the purchase of the Shares. Subscriber Parent, and, as such, is highly familiar with the business and financial condition, properties, operations and prospects of the Company. (b) The Company and has had access, during the course of the transactions contemplated hereby and prior made available to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had Subscriber the opportunity to ask questions of, and receive answers from, the Company and its management concerning the terms and conditions of the investment this offering and to obtain any additional information (information, to the extent that the Company possessed possesses such information or could acquire it without unreasonable effort or expense) information, necessary to verify make an informed, free and voluntary investment decision; and Subscriber acknowledges that all material documents, records and books pertaining to this investment have, on request, been made available to any advisor designated by Subscriber to receive such information. (c) Subscriber is acquiring the accuracy Note for Subscriber’s own account for investment purposes only and not with a view to resale or distribution. (d) (i) Subscriber is at least 21 years of any age, (ii) Subscriber has adequate means of providing for Subscriber’s current needs and personal contingencies, (iii) Subscriber has no need or expectation for liquidity arising from Subscriber’s investment in the Note, (iv) Subscriber maintains a principal domicile (and is not a transient or temporary resident) at the address shown below, (v) the dollar amount of Subscriber’s investments in and commitments to non-liquid securities are, and after Subscriber’s purchase of the Note will be, reasonable and appropriate in relation to Subscriber’s net worth and current or prospective needs, and (vi) the personal financial information furnished provided by Subscriber to Subscriber or the Company in Section 2 of this Agreement accurately reflects Subscriber’s current financial condition with respect to which Subscriber does not anticipate any material adverse changes in the near future. (e) The Note has had access. not been registered under the Act, or the securities laws of any state and, as a result, is subject to restrictions on transfer. (f) Subscriber has madewill not sell or otherwise transfer any Note or any interest therein except pursuant to an effective registration statement under the Securities Act of 1933 or an applicable exemption from registration, either alone or together with its advisorsand agrees to provide notice of any such transfer to the Company not less than five (5) days prior to such transfer, such independent investigation and, upon request of the Company, agrees to furnish the Company as Subscriber deems with an opinion of counsel that such transfer is permitted. Notwithstanding any of the foregoing, the restrictions set forth in the preceding sentence shall not apply to be, the transfer by will or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no intestate succession by Subscriber. (g) No federal or state agency has approved or disapproved the Note, passed upon this investment or upon endorsed the Companymerits of the offering thereof, nor has any such agency or made any finding or determination as to the fairness of this investmentthe terms of the offering of the Note. 4.8. Subscriber (h) The Note is an “accredited investor” as that term is defined being offered and sold in Regulation D under reliance upon specific exemptions from the Securities Act. 4.9. The Company shall not have any liability registration requirements of any kind federal and state securities laws and in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or reliance on behalf the truth and accuracy of the Subscriberrepresentations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Note.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, Fund as of their respective dates the date of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders this Agreement and as of the Registration Rights Agreement, date of any capital contribution to Fund (and has Subscriber agrees to notify Fund in writing immediately if any changes in the corporate power information set forth in this Agreement occur) that: Subscriber acknowledges and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares understands that: Units have not been and will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law; the Units are deemed to be “blue skyrestricted securities” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable U.S. state securities laws laws; and the purchase of the Units is taking place in a transaction not involving a public offering or unless an exemption from such registration requirements is availableU.S. Persons. Subscriber is aware and understands that any resale inconsistent with the Company is Securities Act may create liability on Subscriber’s part and/or the part of Fund, and agrees not under any obligation to effect assign, sell, pledge, transfer or otherwise dispose of or transfer any such registration Units except in compliance with respect the Operating Agreement, Securities Act and other applicable laws and regulations. Fund is also required to refuse to register any transfer of the securities being sold under this Agreement not made in accordance with the provisions of Regulation S, pursuant to the Shares (except solely Securities Act, or pursuant to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any an available exemption from registration. 4.3. If Subscriber understands thatis a natural person, Subscriber: has full legal capacity to execute and deliver this Agreement and to perform Subscriber’s obligations in addition to the restrictions on transfer imposed by this Agreement; and is not a U.S. person as defined under Rule 902 of Regulation S under the Securities Act and any applicable state securities lawshas no present intention of becoming a U.S. person. If Subscriber is not a natural person, the Stockholders Subscriber: is duly organized and has all requisite power to execute and deliver this Agreement and perform its obligations under this Agreement; has taken all necessary action to duly authorize the Registration Rights Agreement contain provisions that further restrict transfer execution, delivery and performance of this Agreement; was not organized for the Shares. 4.4specific purpose of acquiring the Units; and is not a U.S. person as defined under Rule 902 of Regulation S under the Securities Act and has no present intention of becoming a U.S. person. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. The Units which Subscriber is acquiring the Shares to be are being acquired by Subscriber hereunder for Subscriber’s own account for investment only and not with a view toto sale or resale, distribution or fractionalization of the securities under applicable U.S. federal or state securities laws. Subscriber will not: resell or offer to resell the Units, or for resale any portion of them; or engage in connection withhedging transactions, the distribution thereof in violation of the Securities Act. 4.6. Subscriber haseach case, either alone or together except in accordance with the assistance terms of a “purchaser representative” (as such term is defined this Agreement and in accordance with Regulation D S, pursuant to registration under the Securities Act), or pursuant to an available exemption from registration under the Securities Act and otherwise in compliance with all applicable securities laws. Prior to engaging in any hedging transaction or any resale of the Units, or any portion of them, by Subscriber, Subscriber will provide Fund with an opinion of counsel acceptable to Fund in its sole discretion and in a form acceptable to Fund in its sole discretion, that any such proposed sale or hedging transaction is in compliance with the Securities Act or an exemption therefrom. Fund may only make offers to sell the Units to persons outside the United States and, if applicable, at the time any buy order is originated, the buyer is outside the United States. Subscriber has not received an offer to purchase the Units inside the United States and will not originate a buy order inside the United States. Subscriber has not received, and is not aware of, any advertisement in a publication with a general circulation in the United States (as described in Rule 902 of Regulation S under the Securities Act) that refers to the offering and sale of the Units. Subscriber understands that no public market exists for the Units and that the Units may have to be held for an indefinite period of time. Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the Units. Subscriber (either alone or with Subscriber’s professional advisers who are unaffiliated with Fund, Managing Member, or its affiliates) has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, an investment in the Units and has the capacity to protect Subscriber’s own interest in connection with Subscriber’s proposed investment in Fund. Subscriber understands that an investment in Fund is able to incur a complete loss of such investment highly speculative and Subscriber is able to bear the economic risk of such the investment for an indefinite period of time. 4.7time and the loss of Subscriber’s entire investment. All Subscriber’s questions related to Subscriber’s investment in Fund have been answered to the full satisfaction of Subscriber, and Subscriber has received all the information it considers necessary or appropriate for deciding whether to purchase the Units. This Agreement, upon acceptance by Fund, will constitute a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by principles of equity. Other than as set forth in this Agreement or in the Operating Agreement (and any separate agreement in writing with Fund executed in conjunction with Subscriber’s subscription for the Units), Subscriber is not relying upon any information, representation or warranty by Fund, Managing Member or any of its respective agents or representatives in determining to invest in Fund. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial conditionconsulted, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information deemed appropriate by Subscriber, with Subscriber’s own advisers as to the financial, tax, legal and other matters concerning an investment in the Units and on that basis and the basis of its own independent investigations, without the assistance of Fund, Managing Member, or could acquire any of its respective agents or representatives, believes that an investment in Fund is suitable and appropriate for Subscriber. Subscriber represents and warrants that it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had accessits own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. Subscriber has made, either alone or together with its advisors, such independent investigation received and read a copy of the Company as Memorandum and understands the risks and expenses of an investment in Fund. Subscriber deems was offered the Units through private negotiations and not through any general solicitation or general advertising. Subscriber acknowledges and further understands that: Subscriber understands and acknowledges that: any description of Fund’s business and prospects given to beSubscriber is not necessarily exhaustive; all estimates, projections and forward-looking statements were based upon the best judgment of Fund’s management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of Fund; and there is no assurance that any projections, estimates or forward-looking statements will be attained. Subscriber’s information provided in this Agreement (including the exhibits to it) is complete and accurate. Additionally, by executing the Agreement, Subscriber acknowledges and agrees that any identifying information or documentation regarding Subscriber and/or its suitability to invest in Fund that was furnished by Subscriber to Fund or their affiliates online, or via e-mail, whether in connection with this subscription or previously remains true and correct in all respects and may be incorporated by reference into this Agreement (collectively, “Supporting Documents”). Subscriber understands the rights, obligations and restrictions of Members, including that withdrawals of capital from Fund by Members are limited. Subscriber understands the meaning and legal consequences of the representations and warranties made by Subscriber in this Agreement and the Operating Agreement, and that Managing Member is relying on those representations and warranties in making its advisors deem determination to beaccept or reject this Agreement. Subscriber understands the risks involved with acquiring the Units, understands the business of Fund and has read the Memorandum, including the risk factors (which may not be an exhaustive list), and understands the risks associated with the investment in the Units and the investment by Fund in Portfolio Companies. Neither this Subscription nor any of Subscriber’s Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. Subscriber understands and agrees that Fund may undertake any actions that Fund deems necessary or advisable appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. Subscriber represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: none of Subscriber’s capital contributions to Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. to the extent within Subscriber’s control, none of Subscriber’s capital contributions to Fund will cause Fund or any of its personnel to be in violation of federal anti-money laundering laws, including the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated under them. Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as Fund’s own internal anti-money laundering policies, Fund may require further identification of Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by Fund, Subscriber will provide any and all additional information, and Subscriber understands and agrees that Fund may release confidential information about Subscriber if Fund has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided that, prior to releasing the information, Fund will confirm with counsel that the release is necessary to so ensure compliance. Except as otherwise disclosed in writing to Fund, Subscriber represents and warrants that neither it, nor, to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined in Section 10.2), nor any person or entity controlled by, controlling or under common control with Subscriber or Beneficial Owners, nor any person having a beneficial or economic interest in Subscriber or Beneficial Owners, any person for whom Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: a Prohibited Investor; a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; or a person or entity who gives Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. Certificates. Subscriber understands and agrees that, as permitted by applicable law, the Units will not be represented by certificates unless otherwise determined by Fund. If Fund determines to have the Units be represented by a certificate, such certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”), IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE FUND THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” Liability. Subscriber agrees that no federal or state agency has passed upon this investment or upon the Companyneither Fund nor any of their respective affiliates, nor has their respective Managing Members, officers, directors, members, equity holders, employees or other applicable representatives (collectively, “Covered Persons”), will incur any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind liability: in respect of any brokerage action taken upon any information provided to Fund by Subscriber (including any Supporting Documents) or finders’ feesfor relying on any notice, agents’ commissions consent, request, instructions or other similar payment instrument believed, in good faith, to any broker, finder, agent be genuine or like party retained to be signed by or properly authorized persons on behalf of the Subscriber, including any document transmitted by email; or for adhering to applicable anti-money laundering obligations whether now or later comes into effect.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver (a) The Subscription Notes (including the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement Note and the Registration Rights Agreement, and has the corporate power and authority necessary shares of Common Stock to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer issued upon conversion of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be Notes) are being acquired by Subscriber hereunder for Subscriber’s own account for investment, with no intention by Subscriber to distribute or sell any portion thereof within the meaning of the Securities Act, and will not with a view to, or for resale in connection with, the distribution thereof be transferred by Subscriber in violation of the Securities ActAct or the then applicable rules or regulations thereunder. No one other than Subscriber has any interest in or any right to acquire the Subscription Notes (including the shares of Common Stock to be issued upon conversion of the Notes). Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Subscription Notes (including the Note, and the shares of Common Stock to be issued upon conversion of the Notes) by anyone but Subscriber. 4.6(b) Subscriber’s financial condition is such that Subscriber is able to bear the risk of holding the Subscription Notes that Subscriber may acquire pursuant to this Subscription Agreement, for an indefinite period of time, and the risk of loss of Subscriber’s entire investment in the Company. Subscriber has, either alone or together with the assistance of a is an “purchaser representativeaccredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act (c) Subscriber has received, has read and understood and is familiar with the Transaction Documents, including the “Risk Factors” attached as Exhibit A hereto. (d) Subscriber has been furnished with all documents and materials relating to the business, finances and operations of the Company and its subsidiaries and information that Subscriber requested and deemed material to making an informed investment decision regarding its purchase of the Subscription Notes. Subscriber has been afforded the opportunity to review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Subscription Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Subscriber understands and represents that it is purchasing the Subscription Notes notwithstanding the fact that the Company may disclose in the future certain material information that the Subscriber has not received, including the financial results of the Company for its current fiscal quarters. Neither such inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Subscription Notes. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the this Subscription Agreement. (f) Subscriber has investigated the acquisition of the Subscription Notes to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with its advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the Subscription Notes), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss purchasing the Subscription Notes and of such making an informed investment and is able to bear the economic risk of such investment for an indefinite period of timedecision with respect thereto. 4.7. (h) Subscriber is aware that Subscriber’s rights to transfer the Subscription Notes (including the Note and the shares of Common Stock to be issued upon conversion of the Notes) is restricted by the Securities Act and applicable state securities laws, and Subscriber will not offer for sale, sell or otherwise transfer Subscription Notes (including the Note and the shares of Common Stock to be issued upon conversion of the Notes) without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt therefrom. (i) Subscriber understands and agrees that the Subscription Notes (including the Note and the shares of Common Stock to be issued upon conversion of the Notes) have not been registered under the Securities Act or any state securities act in reliance on exemptions therefrom and that the Company has no obligation to register any of the Subscription Notes (including the Note and the shares of Common Stock to be issued upon conversion of the Notes). (j) The Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the this investment and to obtain additional information (all such questions have been answered to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation full satisfaction of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investmentundersigned. Subscriber understands that no federal or state agency person other than the Company has passed upon this investment or upon been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have has not, however, rendered any liability investment advice to the undersigned with respect to the suitability of the Subscription Notes or an investment in the Company for the Subscriber or any kind in respect of any brokerage or finders’ fees, agents’ commissions other party. (k) Subscriber understands that the certificates or other similar payment to any brokerinstruments representing the Subscription Notes, finder, agent or like party retained by or on behalf as well as the common stock issuable thereby upon the conversion of the Notes shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates and common share purchase certificates, if any): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (l) Subscriber also acknowledges and agrees to the following: (i) An investment in the Subscription Notes is highly speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) There is no assurance that a public market for the Subscription Notes (including the Note and the shares of Common Stock to be issued upon conversion of the Notes) will be available and that, as a result, Subscriber may not be able to liquidate Subscriber’s investment in the Subscription Notes should a need arise to do so. (iii) The Company will pay registered broker-dealers commissions of up to 7% of the gross proceeds received by the Company in the Offering. (m) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the Subscription Notes. (n) Subscriber’s address set forth below is its correct residence address. (o) Subscriber has full power and authority to make the representations referred to herein, to purchase the Subscription Notes and to execute and deliver this Subscription Agreement. (p) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the Subscription Notes under the federal and state securities laws and for other purposes. (q) Subscriber consents to the electronic delivery of the documents and that by accepting delivery of the Subscription Agreement and Memorandum and by subscribing hereto the Subscriber accepts the terms and conditions contained herein and in the Memorandum.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatas follows: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. (a) (i) Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed an “accredited investor” as defined by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D Rule 501 under the Securities Act), as evidenced by the Accredited Investor Status Checklist (attached hereto as Exhibit A) and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Securities, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7protect Subscriber’s interests. Subscriber has carefully considered the potential risks relating shall submit to the Company such further assurances of accredited status as may reasonably be requested by the Company. (ii) Subscriber understands that the Company is relying on the accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the subscription. (b) Subscriber understands that the Securities are not presently registered and the purchase Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the Registration Statement. Subscriber understands that the Private Placement Warrants and Founder Shares will not be registered under the Securities Act on the basis that the issuance of the SharesPrivate Placement Warrants and Founder Shares is exempt under either Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the SEC, the statutory basis for the exemption claimed may not be present if any of the representations and warranties of Subscriber contained in (a) through (d) of this Section 2 are untrue or, notwithstanding Subscriber’s representations and warranties, Subscriber currently contemplates acquiring any of the Securities for resale. (c) Subscriber is purchasing and acquiring the Securities for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months 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 securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and has had accessmaterial required to be filed, as applicable, during the course of preceding 12 months (or such shorter period that the transactions contemplated hereby Company was required to file such reports and prior to materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its purchase of the Shares, to such information status as it has deemed material to its investment decision and an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on its behalf concerning the terms and conditions of the investment Company’s proposed business plan and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has madereceived and reviewed all the information concerning the Securities and the Company’s business, either alone or together with its advisorsmanagement, such independent investigation financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company as and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company made to Subscriber deems in this Agreement. (f) Subscriber has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its advisors deem to be, necessary or advisable in connection with this investmentagents. Subscriber understands that no federal or state agency has passed upon Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or upon the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate a Business Combination within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (k) Subscriber understands that the officers and directors of the Company, nor and other similarly situated individuals, may receive better terms than those being offered to Subscriber hereby, which have been disclosed to Subscriber. (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any such agency facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not purchasing or acquiring the 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 or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the terms and provisions of this Agreement. (p) No representations or warranties have been made to Subscriber by the Company or any finding officer, employee, agent, affiliate or determination as subsidiary of the Company, other than the representations of the Company contained herein, and in purchasing the Founder Shares and subscribing for the Private Placement Warrants, Subscriber is not relying upon any representations other than those contained in this Agreement. Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the fairness Private Placement or the proposed business or prospects of this investmentthe Company. 4.8. (q) Subscriber represents and warrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, that is entitled to any compensation in connection with the transactions contemplated by this Agreement. (r) Subscriber acknowledges that if the Company does not complete an “accredited investor” as initial Business Combination within the required time period, (i) the assets in the Company’s trust account, including any remaining proceeds of the sale of the Private Placement Warrants, will be used to fund the redemption of its Public Shares and (ii) that term is defined in Regulation D under there will be no liquidating distributions from the Company’s trust account with respect to the Securities Actheld by the Sponsor, and the Private Placement Warrants and Founder Shares will expire worthless. 4.9. The Company shall not (s) Subscriber will, when such funds are due hereunder, have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment sufficient funds to any broker, finder, agent or like party retained by or on behalf of the Subscribersatisfy its obligations under this Agreement.

Representations and Warranties of Subscriber. The Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver each of the Agreement, and hadScanTech Parties, as of their respective dates the Effective Date and as of execution the date of the issuance to the Subscriber of any of the Securities, as follows: (a) Subscriber is agreeing to purchase the applicable Securities solely for Subscriber’s own account and delivery by Subscriber, full legal capacity, power for investment and authority necessary to execute and deliver not with a view toward the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2distribution thereof. Subscriber has been advised understands that the Shares have Securities for which Subscriber is subscribing will not been be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities or “blue sky” laws and, therefore, and therefore cannot be resold unless it is registered under the Securities Act and applicable state securities laws laws, or unless an exemption from such registration requirements is available, in each case, unless and until the effectiveness of the April/May Form S-1 (such date of effectiveness, the “Form S-1 Effective Date”). Until the Form S-1 Effective Date, Subscriber is aware acknowledges that because of the Company is not under any obligation to effect any such registration with respect to restrictions on the Shares (except solely to transferability of the extentSecurities, if any, provided the Subscriber must bear the economic risk of Subscriber’s investment in the Registration Rights Agreement) or to file Securities for or comply with any exemption from registration. 4.3an indefinite period of time. Subscriber understands that, in addition to and agrees that the Securities may bear certain legends noting the restrictions on transfer imposed by the sale and transferability of the Securities. (b) Subscriber is familiar with the business and financial condition and operations of the Company. Subscriber has had access to such information concerning the Company and the Securities Act and any applicable state securities laws, as the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares involves a high degree Securities. Subscriber understands the risks associated with an investment in the Securities and is financially capable of riskbearing the economic risk of this investment and could afford the loss of the total amount of this investment. 4.5. (c) Subscriber is acquiring has all requisite authority (and in the Shares case of an individual, the capacity) to purchase the Securities, enter into this Agreement and to perform all the obligations required to be acquired performed by Subscriber hereunder for the undersigned hereunder, and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. (d) Subscriber has, either alone or together with the assistance of a presently qualifies as an “purchaser representativeaccredited investor” (as such term is defined in Rule 501 of Regulation D under the Securities Act), with such sufficient knowledge and experience in with financial and business matters that to enable Subscriber is capable of evaluating to evaluate the risks and merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Actcontemplated hereunder. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) At the time Subscriber has full legal capacitywas offered the Securities, power and authority necessary to execute and deliver the AgreementSubscriber was, and hadon the date Subscriber receives the Securities will be, an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver Rule 501(a) under the Stockholders Agreement and the Registration Rights AgreementAct, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Company and has the capacity to protect Subscriber’s own interests. (b) Subscriber understands that the Securities are not presently registered under the Act and may never become registered under the Act. Subscriber acknowledges that neither the Securities can be sold, transferred, pledged, hypothecated, assigned or otherwise disposed of, unless such investmentSecurities or Common Stock, as the case may be, is able registered under the Act, or if in the opinion of counsel satisfactory to incur a complete loss of the Company, such investment and sale, transfer, pledge, hypothecation, assignment or disposition is able exempt from such registration requirements. The Subscriber understands that it may have to bear hold the economic risk of such investment Securities, the Shares for an indefinite period of time, and that the Subscriber might have to bear the complete economic loss of its investment in the Company. 4.7(c) Subscriber acknowledges and understands that the Securities are being purchased for investment 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 at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities 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. Subscriber has carefully considered acknowledges and understands that an investment in the potential risks relating to Securities is not a liquid investment. (d) Subscriber acknowledges that the Company and the purchase of the SharesNote is not a publicly traded security. Subscriber acknowledges and understands that there is familiar with no public market for the business Note and financial conditionno assurance can be given that any public market will ever develop or if developed that any such market will be sustained. In addition, properties, operations there is a very limited market in the Company’s common stock currently and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to there can be no assurance that such information as it has deemed material to its investment decision and a market will develop. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any person acting on the Company’s behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. In determining whether to make this investment, Subscriber has made, either alone or together with its advisors, such independent investigation relied solely on Subscriber’s own knowledge and understanding of the Company as and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. (f) Subscriber deems has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This 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 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 Agreement, including, whether the acquisition of the Securities will result in any adverse tax consequences to the Subscriber, 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 Agreement are a suitable investment for the Subscriber. Subscriber relies solely on such advisors and not on any statements or representations of the Company, or its advisors deem to be, necessary or advisable in connection with this investmentagents. Subscriber understands that no federal or state agency has passed upon 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 Agreement. (h) This Agreement and the Purchaser Questionnaire do not contain any untrue statement of a material fact or omit any 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 Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this 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 other organizational charter document or bylaws, partnership agreement or operating agreement, 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 its investment. (l) Subscriber understands that the merits of the Securities have not been passed upon by the CompanySEC nor any state securities commission, nor has the SEC nor any such agency made any finding state securities commission opined upon the accuracy or determination as to the fairness adequacy of this investmentAgreement and recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. 4.8. (m) Subscriber is an aware that the Securities are and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Securities Act. 4.9. The (n) Subscriber understands that the Note and the Commitment Shares shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: (o) In addition, the Note and any and all securities issued in replacement thereof or in exchange therefore or in exercise thereof, shall bear such legends as may be required by the securities laws of the jurisdiction in which Subscriber resides. (p) Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (q) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (r) Subscriber represents that: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company shall not have or any liability affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (s) 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 kind 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. (t) Subscriber represents that Subscriber is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in respect any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting. (u) Subscriber has carefully read this Agreement and Subscriber has accurately completed the Purchaser Questionnaire which accompanies this Agreement. (v) No representations or warranties have been made to Subscriber by the Company, or any of any brokerage or finders’ feesits managers, officers, employees, agents’ commissions , affiliates, or subsidiaries 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 this Agreement. (w) Subscriber represents and warrants, to the best of its knowledge, no finder, broker, agent, financial advisor or other similar payment intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any brokercompensation in connection with the transactions contemplated by this Agreement. (x) The Subscriber is not a prohibited country, finderterritory, agent individual or like party retained entity listed on the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) website and is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. All amounts subscribed for in this Agreement by the Subscriber were not directly or indirectly derived from activities that may contravene Federal, state or international laws and regulations, including anti-money laundering and anti-terrorist financing laws and regulations. (y) The Subscriber acknowledges that due to anti-terrorism and anti-money laundering regulations, the Company or any administrator acting on behalf of the Company may require further documentation verifying Subscriber’s identity and the source of funds used to purchase the Securities subscribed for hereby before this Agreement can be processed or accepted. To comply with applicable U.S. legislation and regulations, including but not limited to the International Anti-Money Laundering and Financial Anti-Terrorism Abatement Act of 2001 (Title III of the USA PATRIOT Act), the Subscriber agrees that all payments by Subscriber to the Company and all distributions to the Subscriber from the Company will only be made in Subscriber’s name and to and from a bank account of a bank based or incorporated in or formed under the laws of the Striped States or a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury, as such regulations may be amended from time to time. The Subscriber further agrees to provide the Company at any time during the term of the Company with such information or certification as the Company determines to be necessary or appropriate to verify compliance with the anti-terrorism and anti-money laundering regulations of any applicable jurisdiction or to respond to requests for information concerning the identity of Subscriber or any person directly or indirectly controlling or owning an interest in the Subscriber from any governmental authority, self-regulatory organization or financial institution in connection with the Company’s compliance procedures with respect to anti-terrorism and anti-money laundering regulations and to update such information as necessary. Such information may include, but not be limited to, the name, address, telephone number, date of birth, and Social Security or taxpayer identification number of any such individual person, or of the beneficial owners of any entity, if the Subscriber is an entity. Identity may be verified using a current valid passport or other such current valid government-issued identification (e.g., a driver’s license). The Company intends to maintain records of information used for verification of identity. Subscriber understands that any information provided to the Company may be disclosed to the United States Government by the Company.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations Rule 501 under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able Subscriber’s investment in the Securities and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7(b) Subscriber understands that the Common Stock has not been registered and will not be registered under the Act. Subscriber has carefully considered understands that the potential risks relating sale of Common Stock to Subscriber will not be required to be registered under the Company and Act on the purchase ground that the issuance thereof is exempt under Section 4(a)(2) of the SharesAct as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring the Common Stock for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber acknowledges and understands that the Common Stock is being purchased for investment 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 at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Common Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is familiar aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of a security subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the security and the availability of certain current public information about the Company. In the event that the Company determines to register the Securities under the Act, Subscriber agrees to cooperate with the business Company as reasonably requested by the Company in connection with the preparation and financial conditionfiling of a registration statement, properties, operations and prospects unless such Subscriber notifies the Company in writing of Subscriber’s election to exclude all of Subscriber’s Common Stock from the registration statement. Upon effectiveness of the Company and has had accessregistration statement, during Subscriber further agrees that it will comply with the course prospectus delivery requirements of the transactions contemplated hereby and prior Act as applicable to its purchase it in connection with sales of the Shares, their Common Stock pursuant to such information as it has deemed material to its investment decision and registration statement. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, of and receive answers from, from the Company or any person acting on its behalf concerning the terms Company and conditions of the investment its business and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. Subscriber has madereceived and reviewed the Subscription Booklet, either alone and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or together has had the opportunity to acquire, and to review, all information, both written and oral, that it desires with its advisorsrespect to the Company’s business, such independent investigation management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company as Subscriber deems and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to be, or its advisors deem to be, necessary or advisable in connection with this investmentparagraph. Subscriber understands that no federal person has been authorized to give any information or state agency to make any representations which were not furnished pursuant to this paragraph and Subscriber has passed upon not relied on any other 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 terms of 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 Subscriber’s professional legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for 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 Subscriber. Subscriber relies solely on such advisors and not on any statements or representations 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 upon the Companytransactions 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 Common Stock 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 has result in the creation of any such agency made mortgage, pledge, lien, encumbrance or charge against any finding of the assets or determination as to properties of Subscriber or the fairness Common Stock. (k) Subscriber acknowledges that the Common Stock is speculative and involve a high degree of this risk and that Subscriber can bear the economic risk of the purchase of the Common Stock, including a total loss of its investment. 4.8. (l) Subscriber fully understands that the proceeds from this Offering will be used for general working capital of the Company and research costs. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is an aware that the shares of Common Stock is and will be, when issued, “accredited investorrestricted securities” as that term is defined in Regulation D Rule 144 of the general rules and regulations under the Securities Act. 4.9(o) Subscriber understands that any and all certificates representing shares of Common Stock 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. The THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF THE ISSUER.” (p) In addition, the certificates representing shares of Common Stock, 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 Common Stock 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 that it is capable of evaluating the merits and risks of an investment in the Common Stock and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Common Stock and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) 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 funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Company. In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (u) Subscriber has not been furnished with any oral representation or oral information in connection with the Offering of the Securities that is not in this Subscription Booklet. (v) No representations or warranties have been made to Subscriber by the Company, or any liability officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Common Stock, Subscriber is not relying upon any kind representations other than those contained in respect this Subscription Agreement. (w) Subscriber represents and warrants, to the best of any brokerage its knowledge, unless previously disclosed to the Company or finders’ feesits counsel, agents’ commissions that no finder, broker, agent, financial advisor or other similar payment intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any brokercompensation in connection with the transactions contemplated by this Subscription Agreement. (x) Subscriber represents and warrants that he, finder, agent she or like party retained by or on behalf it is not an affiliate of the SubscriberCompany. (y) Subscriber understands that there is no minimum amount which must be raised before the Company holds an initial closing of this Offering.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1(a) Subscriber, either alone or with the assistance of his/her purchaser representative, as that term is defined under Rule 501 (h) of Regulation D under the Securities Act of 1933 (the "Act"), if any, has had an opportunity to ask questions of and receive answers from duly designated representatives of the Company concerning the terms and conditions of the Offering and has been afforded an opportunity to examine such documents and other information which Subscriber or his/her representative, if any, has requested for the purpose of verifying the information about the Company and for the purpose of answering any question Subscriber or his/her representative, if any, may have concerning the business and affairs of the Company which documents and information include the annual and quarterly reports of the Company filed with the U.S. Securities and Exchange Commission and which are available via the Internet at www.sec.gov. (b) Subscriber is familiar with the definition o▇ "▇▇▇▇▇▇▇▇ed investors" as that term is defined in Rule 501(a) of Regulation D under the Act and Subscriber is an accredited investor. Pg. 1 (c) Subscriber and his/her representative, if any, understand that no person has been authorized to give any information or to make any representations about the Company which were not contained in the information furnished pursuant to subparagraph (a) above and that Subscriber has not relied on any other representations or other information. PURCHASER HAS RELIED SOLELY UPON THE INFORMATION PROVIDED BY THE COMPANY. Subscriber has full legal capacityunderstands that the investment in the Company involves certain economic risks, power and authority necessary to execute and deliver including the Agreementloss of his/her entire investment. (d) Subscriber understands that the Securities are "restricted securities" under the Act, have not been registered under the Act, and hadmust be held indefinitely unless they are subsequently registered under the Act and applicable state securities laws, or exemptions from such registration are available. (e) Subscriber is acquiring the Securities for his/her own account as of their respective dates of execution principal for investment and delivery by Subscribernot with a view to resale, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreementdistribution or fractionalization in whole or in part, and has no present agreement, understanding or arrangement to subdivide, sell, assign or otherwise dispose of all or any part of the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termsShare. 4.2. (f) Subscriber is fully aware of the applicable limitations on the resale of the Securities. (g) 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 been advised that the Shares read and understands: These securities have not been registered under the Securities Act of 1933 or qualified under any state securities or “blue sky” laws and, therefore, canlaws. They may not be resold unless it is registered sold or transferred in the absence of an effective registration statement under the Securities that Act and or qualification under applicable state securities laws or unless without an exemption from opinion of counsel satisfactory to the Company that such registration requirements is available. and qualification are not required. (h) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the state in which Subscriber is aware resides. (i) Because of the restriction imposed on resale, Subscriber understands that the Company is not under 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 obligation to effect any such registration with respect to other dispositions of the Shares (except solely to the extentSecurities by Subscriber, if any, provided will be in compliance with the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. (j) Subscriber hasacknowledges that, either alone directly or together with the assistance of a “his/her purchaser representative” (as such term is defined in Regulation D under the Securities Act), if any, Subscriber has such knowledge and experience in financial and business matters that as to make an informed investment decision based upon the information provided by the Company and such additional information as Subscriber is capable of evaluating may have requested and received from the merits and risks of such investment, is able to incur a complete loss of such investment and is able to Company. (k) Subscriber can bear the economic risk of such investment loss of its entire investment; and, if Subscriber is a corporation, partnership or other entity, Subscriber was not formed for an indefinite period the purpose of timepurchasing the Shares. 4.7(l) Subscriber understands that the Company is relying upon the representations and statements made by Subscriber, in this Agreement. Any information which Subscriber has carefully considered the potential risks relating heretofore furnished to the Company in this Agreement or any exhibits thereto, is correct and the purchase complete as of the Shares. Subscriber is familiar with the business date of this Agreement and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and if there should be any material change in such information prior to its purchase of the Shares, Subscriber's admission to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation of the Company as a Shareholder Subscriber deems will immediately furnish such revised or corrected information to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. (m) Subscriber's investment in the Company has not been solicited by means of general solicitation or general advertisement. (n) If Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ feesa corporation, agents’ commissions partnership, trust or other similar payment entity: (i) it is authorized and qualified to any brokerbecome a Shareholder in, finderand authorized to make its capital contribution to, agent or like party retained by or the Company; (ii) the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so; and (iii) the Subscriber.undersigned is a duly organized and validly existing legal entity under the laws of its state of organization

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. (a) The Subscriber has full legal capacity, power acknowledges and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware understands that the Company is not under any obligation to effect any such registration with respect to has little current capital resources except for the Shares (except solely to cash flows that will be derived from the extentProperty and/or the Loan. Therefore, if any, provided an investment in the Registration Rights Agreement) or Company involves a very high degree of risk and should not be undertaken if the Subscriber cannot afford to file for or comply with any exemption from registration. 4.3lose the Subscriber’s entire investment in the Company. The Subscriber understands that, in addition to acknowledges and confirms that the restrictions on transfer imposed by Subscriber can bear the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer economic risk of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves Securities, including a high degree total loss of riskthe Subscriber’s investment. The Subscriber acknowledges and agrees that such Subscriber’s investment in the Company and/or the Loan is reasonable in relation to Subscriber’s net worth and financial needs. 4.5. (b) The Subscriber is acquiring the Shares to be acquired an “accredited investor” as defined by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D Rule 501 under the Securities Act), and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Securities, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of timeprotect Subscriber’s interests. 4.7. (c) The Subscriber has carefully considered is purchasing the potential risks relating Securities subscribed for hereby for investment purposes and not with a view to distribution or resale, nor with the Company and intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the purchase happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Shares. Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) The Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on their behalf concerning the terms Company and conditions of its proposed business plan (including, without limitation, as described in the investment Executive Summary) and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. The Subscriber has received and reviewed all the information concerning the Company and the Securities, both written and oral, that t he Subscriber desires (including, without limitation, the Executive Summary). Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that the Subscriber desires with respect to the Company’s business, management, financial affairs, prospects and risks. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information (if any) furnished pursuant to this paragraph. (e) The Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform the Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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. (f) The Subscriber has carefully considered and has discussed with the Subscriber’s 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 independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. The Subscriber understands that the 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. (g) This Subscription Agreement does not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way t h e Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of t he Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber has had accessis a party or by which 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 Securities. If the Subscriber is an individual, the Subscriber has madelegal capacity to execute and deliver this Subscription Agreement. (j) The Subscriber recognizes that no federal, either alone state or together with its advisorsforeign agency has reviewed, such independent investigation recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (k) The Subscriber is aware that the Company is a recently-formed development stage company with no operations and no commitments for any additional capital that may be needed in the future. The Subscriber acknowledges that it has experience in evaluating the risks of investing in early stage development companies. (l) The 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: (i) “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.” (ii) 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 (or based on) the jurisdiction in which Subscriber deems resides. (m) Because of the legal restrictions imposed on resale, the Subscriber understands that the Company shall have the right to benote 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 other dispositions of the Securities by Subscriber, if any, will be made in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder. (n) The Subscriber represents that (i) the Subscriber has (and could be reasonably assumed to have) the ability and capacity to protect his/her/its advisors deem to be, necessary or advisable interests in connection with this investment. ; or (ii) the Subscriber understands that no federal has a pre-existing personal or state agency has passed upon this investment business relationship with either the Company or upon any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the Companycharacter, nor has any business acumen and general business and financial circumstances of the Company or such agency made any finding or determination as affiliate and is otherwise personally qualified to evaluate and assess the fairness risks, nature and other aspects of this investment. 4.8. (o) The Subscriber further represents that the address of Subscriber set forth below is his/her principal residence (or, if Subscriber is an “accredited investor” as a company, partnership or other entity, the address of its principal place of business); that term Subscriber is defined in Regulation D under purchasing the Securities Actfor Subscriber’s own account and not, in whole or in part, for the account of any other person; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. 4.9(p) The 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 funds). This Subscription Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (q) The Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the Offering or the business or prospects of the Company that is not contained in, or is in any way contrary to or inconsistent with, statements made in this Subscription Agreement or the disclosures contained in the Executive Summary. (r) The Subscriber represents that Subscriber is not subscribing for the 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 or any public announcement (including via social media) or filing of or by the Company or any of their affiliates, agents or representatives. (s) The Subscriber has carefully read and agrees to each of the terms and provisions of this Subscription Agreement. (t) The Subscriber acknowledges that 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 this Subscription Agreement. (u) The Subscriber represents and warrants that Subscriber has kept and will keepconfidential any information made available in connection with its investigation of the Company and its intended business and agrees that all such information shall be kept in confidence by the Subscriber and neither be used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this Subscription Agreement) nor disclosed to any third party for any reason (other than Subscriber’s legal and tax advisors) notwithstanding that the Subscriber’s Subscription may not be accepted by the Company Representations and Warranties of the Company. The Company shall not have any liability represents and warrants to Subscriber as follows: (a) The Company is duly organized and validly existing as a corporation in good standing under the laws of any kind its state of incorporation. (b) The Company has the corporate power and authority to enter into, deliver and perform this Subscription Agreement and the agreements to be entered into therewith. (c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement. (d) This Subscription Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in respect of any brokerage or finders’ feesaccordance with its terms, agents’ commissions except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar payment to any broker, finder, agent or like party retained laws affecting the enforcement of creditors’ rights generally and by or on behalf of the Subscribergeneral equitable principles.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company as follows: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the (a) The Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be are being acquired by Subscriber hereunder for Subscriber’s own account for investment, with no intention by Subscriber to distribute or sell any portion thereof within the meaning of the Securities Act, and will not with a view to, or for resale in connection with, the distribution thereof be transferred by Subscriber in violation of the Securities ActAct or the then applicable rules or regulations thereunder. No one other than Subscriber has any interest in or any right to acquire the Shares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Shares by anyone but Subscriber. 4.6(b) Subscriber’s financial condition is such that Subscriber is able to bear the risk of holding the Shares that Subscriber may acquire pursuant to this Subscription Agreement, for an indefinite period of time, and the risk of loss of Subscriber’s entire investment in the Company. Subscriber has, either alone or together with the assistance of a is an “purchaser representativeaccredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (c) Subscriber has received, has read and understood and is familiar with the Transaction Documents, including the “Risk Factors” attached as Exhibit A hereto. Subscriber acknowledges that statements made in the Risk Factors regarding the risks associated with making an investment in the Company and acknowledges that additional risks may be applicable to the Company and Subscriber’s investment. (d) Subscriber has been furnished with all documents and materials relating to the business, finances and operations of the Company and its subsidiaries and information that Subscriber requested and deemed material to making an informed investment decision regarding its purchase of the Shares. Subscriber has been afforded the opportunity to review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Subscription Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Subscriber understands and represents that it is purchasing the Shares notwithstanding the fact that the Company may disclose in the future certain material information that the Subscriber has not received, including the financial results of the Company for its current fiscal quarter. Neither such inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Shares. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Subscription Agreement. (f) Subscriber has investigated the acquisition of the Shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with its advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the Shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss purchasing the Shares and of such making an informed investment and is able to bear the economic risk of such investment for an indefinite period of timedecision with respect thereto. 4.7. (h) Subscriber has carefully considered is aware that Subscriber’s rights to transfer the potential risks relating to Shares is restricted by the Securities Act and applicable state securities laws, and Subscriber will not offer for sale, sell or otherwise transfer Shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt therefrom. (i) Subscriber understands and agrees that the Shares have not been registered under the Securities Act or any state securities act in reliance on exemptions therefrom and that the Company and the purchase has no obligation to register any of the Shares. . (j) The Subscriber is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the this investment and to obtain additional information (all such questions have been answered to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has made, either alone or together with its advisors, such independent investigation full satisfaction of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investmentundersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability. (k) Subscriber understands that the certificates or other instruments representing the Shares shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such stock certificates and common share purchase certificates, if any): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (l) Subscriber also acknowledges and agrees to the following: (i) An investment in the Shares is highly speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) There is no assurance that a public market for the Shares will be available and that, as a result, Subscriber may not be able to liquidate Subscriber’s investment in the Shares should a need arise to do so. (m) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the Shares. (n) Subscriber’s address set forth below is its correct residence address. (o) Subscriber has full power and authority to make the representations referred to herein, to purchase the Shares and to execute and deliver this Subscription Agreement. (p) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the Shares under the federal and state securities laws and for other purposes. (q) Subscriber consents to the electronic delivery of the documents and that by accepting delivery of the Subscription Agreement and by subscribing hereto the Subscriber accepts the terms and conditions contained herein and in the other Transaction Documents. (r) D isqualification Events. No “bad actor” disqualification event is applicable paragraph of Rule 506(d)(1), except for a disqualification event as to which Rule 506(d)(2)(ii–iv) or state agency has passed upon this investment or upon (d)(3), is applicable. (s) The Subscriber hereby agrees that, in connection with an initial public offering of Common Stock by the Company, nor has any such agency made any finding or determination as including without limitation a public offering of securities pursuant to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D A promulgated under the Securities ActAct (a “Qualified IPO”), unless not required by the managing underwriter or lead placement or selling agent of the Qualified IPO, it will enter into a lock-up agreement in customary form and subject to customary exceptions pursuant to which such Subscriber will agree that it will not, during the period commencing on the date of the final prospectus or offering circular relating to a Qualified IPO and ending on the date specified by the managing underwriter or lead placement or selling agent, not to exceed one hundred and eighty (180) days from the date of the final prospectus or offering circular relating to the Qualified IPO: (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock held immediately prior to the effectiveness of the registration statement or qualification of the offering circular for the Qualified IPO; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the capital stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of capital stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2(s) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters, placement agents and selling agents, if any, in connection with the Qualified IPO are intended third-party beneficiaries of this Section 2(s) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Subscriber agrees to execute such agreements as may be reasonably requested by the underwriters, placement agents or selling agents in the Qualified IPO that are consistent with this Section 2(s) or that are necessary to give further effect thereto, provided, however, that the obligation of each Subscriber hereunder shall be conditioned on each officer, director and 5% beneficial holder of the Company’s Common Stock also agreeing to be similarly obligated. Each Subscriber hereby grants the Company an irrevocable power of attorney to enter into any such lock-up agreement in such Subscriber’s name in connection with a Qualified IPO provided that such power-of-attorney will expire on June 30, 2021. 4.9. (t) The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf foregoing representations and warranties are true and accurate as of the Subscriberdate hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription Agreement, Subscriber shall give prompt notice of such fact to the Company by facsimile or e-mail specifying which representations and warranties are not true and accurate and the reasons therefor.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatas follows: 4.1. (a) (i) Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, is an “accredited investor” as of their respective dates of execution and delivery defined by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered Rule 501 under the Securities Act or any state securities or of 1933, as amended (the “blue sky” laws andSecurities Act”), therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed as evidenced by the Securities Act Accredited Investor Status Checklist (attached hereto as Exhibit A) and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. Subscriber shall submit to the Company such investment, is able to incur a complete loss further assurances of such investment and is able to bear accredited status as may reasonably be requested by the economic risk of such investment for an indefinite period of timeCompany. 4.7. (ii) Subscriber has carefully considered understands that the potential risks relating Company and the Sponsor are relying on the accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company and Sponsor that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the purchase Company of any material changes affecting Subscriber’s status as an accredited investor prior to the Company’s acceptance of the Sharessubscription. (b) Subscriber understands that the Securities are not presently registered and the Company and Sponsor have no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the registration statement relating to the IPO (“Registration Statement”). (c) Subscriber is acquiring the Securities for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities acquired in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months after a party has acquired 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 securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and has had accessmaterial required to be filed, as applicable, during the course of preceding 12 months (or such shorter period that the transactions contemplated hereby Company was required to file such reports and prior to materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its purchase of the Shares, to such information status as it has deemed material to its investment decision and an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on its behalf concerning the terms and conditions of the investment Company’s proposed business plan and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has madereceived and reviewed all the information concerning the Securities and the Company’s business, either alone or together with its advisorsmanagement, such independent investigation financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company as and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company and the Sponsor made to Subscriber deems in this Agreement. (f) Subscriber has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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 its advisors deem 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 Subscriber’s legal, tax, accounting and financial advisors, to bethe extent Subscriber has deemed necessary, necessary or advisable in connection with the suitability of this investmentinvestment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Subscriber. Subscriber understands that no federal Subscriber (and not the Company or state agency has passed upon the Sponsor) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or upon the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the acquisition of the Securities, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate an initial merger, stock exchange, asset acquisition or other similar business combination (the “Business Combination”) within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (k) Subscriber understands that other investors in the Company, nor including officers and directors of the Company, may receive better terms than those being offered to Subscriber hereby. (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the acquisition of the Securities or any such agency facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not acquiring the 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 or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the terms and provisions of this Agreement. (p) No representations or warranties have been made to Subscriber by the Company, Sponsor or any finding officer, employee, agent, affiliate or determination as subsidiary of the Company, other than the representations of the Company and Sponsor contained herein, and in subscribing for the Securities, Subscriber is not relying upon any representations other than those contained in this Agreement. Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the fairness Private Placement or the proposed business or prospects of this investmentthe Company. 4.8. (q) Subscriber represents and warrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, that is entitled to any compensation in connection with the transactions contemplated by this Agreement. (r) Subscriber acknowledges that if the Company does not complete an “accredited investor” as that term is defined in Regulation D under initial Business Combination within the required time period, there will be no liquidating distributions from the Company’s trust account with respect to the Securities Actheld by the Sponsor. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatas follows: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. (a) (i) Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed an “accredited investor” as defined by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D Rule 501 under the Securities Act), as evidenced by the Accredited Investor Status Checklist (attached hereto as Exhibit A) and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Securities, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7protect Subscriber’s interests. Subscriber has carefully considered the potential risks relating shall submit to the Company such further assurances of accredited status as may reasonably be requested by the Company. (ii) Subscriber understands that the Company is relying on the accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the subscription. (b) Subscriber understands that the Securities are not presently registered and the purchase Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the Registration Statement. Subscriber understands that the Private Placement Units and Founder Units will not be registered under the Securities Act on the basis that the issuance of the SharesPrivate Placement Units and Founder Units is exempt under either Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the SEC, the statutory basis for the exemption claimed may not be present if any of the representations and warranties of Subscriber contained in (a) through (d) of this Section 2 are untrue or, notwithstanding Subscriber’s representations and warranties, Subscriber currently contemplates acquiring any of the Securities for resale. (c) Subscriber is purchasing and acquiring the Securities for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months 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 securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and has had accessmaterial required to be filed, as applicable, during the course of preceding 12 months (or such shorter period that the transactions contemplated hereby Company was required to file such reports and prior to materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its purchase of the Shares, to such information status as it has deemed material to its investment decision and an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on its behalf concerning the terms and conditions of the investment Company’s proposed business plan and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has madereceived and reviewed all the information concerning the Securities and the Company’s business, either alone or together with its advisorsmanagement, such independent investigation financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company as and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company made to Subscriber deems in this Agreement. (f) Subscriber has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its advisors deem to be, necessary or advisable in connection with this investmentagents. Subscriber understands that no federal or state agency has passed upon Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or upon the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate a Business Combination within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (k) Subscriber understands that the officers and directors of the Company, nor and other similarly situated individuals, may receive better terms than those being offered to Subscriber hereby, which have been disclosed to Subscriber. (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any such agency facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not purchasing or acquiring the 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 or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the terms and provisions of this Agreement. (p) No representations or warranties have been made to Subscriber by the Company or any finding officer, employee, agent, affiliate or determination as subsidiary of the Company, other than the representations of the Company contained herein, and in purchasing the Founder Units and subscribing for the Private Placement Units, Subscriber is not relying upon any representations other than those contained in this Agreement. Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the fairness Private Placement or the proposed business or prospects of this investmentthe Company. 4.8. (q) Subscriber represents and warrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, that is entitled to any compensation in connection with the transactions contemplated by this Agreement. (r) Subscriber acknowledges that if the Company does not complete an “accredited investor” as initial Business Combination within the required time period, (i) the assets in the Company’s trust account, including any remaining proceeds of the sale of the Private Placement Units, will be used to fund the redemption of its Public Shares and (ii) that term is defined in Regulation D under there will be no liquidating distributions from the Company’s trust account with respect to the Securities Actheld by the Sponsor, and the Private Placement Units and Founder Units will expire worthless. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatas follows: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. (a) (i) Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed an “accredited investor” as defined by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D Rule 501 under the Securities Act), as evidenced by the Accredited Investor Status Checklist (attached hereto as Exhibit A) and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investmentSubscriber’s investment in the Securities, is able of making an informed investment decision with respect thereto, and has the ability and capacity to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. 4.7protect Subscriber’s interests. Subscriber has carefully considered the potential risks relating shall submit to the Company such further assurances of accredited status as may reasonably be requested by the Company. (ii) Subscriber understands that the Company is relying on the accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the subscription. (b) Subscriber understands that the Securities are not presently registered and the purchase Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the Registration Statement. Subscriber understands that the Private Placement Warrants and Founder Shares will not be registered under the Securities Act on the basis that the issuance of the SharesPrivate Placement Warrants and Founder Shares is exempt under either Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the SEC, the statutory basis for the exemption claimed may not be present if any of the representations and warranties of Subscriber contained in (a) through (d) of this Section 2 are untrue or, notwithstanding Subscriber’s representations and warranties, Subscriber currently contemplates acquiring any of the Securities for resale. (c) Subscriber is purchasing and acquiring the Securities for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is familiar with the business and financial condition, properties, operations and prospects aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months 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 securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and has had accessmaterial required to be filed, as applicable, during the course of preceding 12 months (or such shorter period that the transactions contemplated hereby Company was required to file such reports and prior to materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its purchase of the Shares, to such information status as it has deemed material to its investment decision and an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, from the Company or any authorized person acting on its behalf concerning the terms and conditions of the investment Company’s proposed business plan and to obtain any additional information (information, to the extent possessed by the Company possessed such information (or to the extent it could acquire it have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of any the information furnished to received by Subscriber. In connection therewith, Subscriber or to which acknowledges that Subscriber has had accessthe opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has madereceived and reviewed all the information concerning the Securities and the Company’s business, either alone or together with its advisorsmanagement, such independent investigation financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company as and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company made to Subscriber deems in this Agreement. (f) Subscriber has all requisite legal and other power and authority to beexecute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are a suitable investment for Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its advisors deem to be, necessary or advisable in connection with this investmentagents. Subscriber understands that no federal or state agency has passed upon Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of transactions contemplated by this investmentAgreement. 4.8. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or governmental agency (nor, to Subscriber’s knowledge, is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have there any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.threat

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company and the Selling Agent as follows: 4.1(a) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act”), and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities and has the ability and capacity to protect Subscriber’s interests. (b) Subscriber understands that the Securities have not been registered. Subscriber understands that the Securities will not be registered under the Act on the ground that the issuance thereof is exempt under Section 4(a)(2) and Rule 506 (b) of the Act and as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the Units are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Units for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber is purchasing the Unit subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of the Securities in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, the Company or any authorized 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has full received and reviewed the Memorandum, and all the information concerning the Company and the Securities, both written and oral, that Subscriber desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review: (i) copies of all of the Company’s publicly available documents, Memorandum, and (ii) all information, both written and oral, that Subscriber desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(g) below. Subscriber understands that no person has been authorized to give any information or to make any representations which were not contained in the Memorandum and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal capacity, and other power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders this Subscription Agreement and the Registration Rights Agreement, to carry out and has the corporate power and authority necessary to perform its Subscriber’s obligations under the Agreementsterms of this Subscription Agreement. This Agreement, the Stockholders Agreement, and the Registration Rights Subscription Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, constitutes a valid and legally binding obligation of Subscriber Subscriber, enforceable against Subscriber in accordance with its terms, 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. 4.2(g) Subscriber has carefully considered and has discussed with the Subscriber’s 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 independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has been advised relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Shares have 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 and the Confidential Subscriber Questionnaire accompanying this Subscription Agreement do not been registered contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Notes and Warrants constituting the components of the Units will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Subscriber is a party or by which 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 Units. (k) Subscriber acknowledges that an investment in the Securities Act is speculative and involves 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 any state securities foreign agency has recommended or “blue sky” laws and, therefore, cannot be resold unless it is registered under endorsed the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. purchase of the Securities. (n) Subscriber is aware that the Units, the Notes and Warrants are, and the Common Stock issuable upon exercise of the Warrant 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 the Notes and Warrants shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: (p) Because of the legal restrictions imposed on resale, Subscriber understands that the Company is not under any obligation shall have the right to effect any such registration with respect 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 other dispositions of the Shares (except solely to the extentNotes or Warrants by Subscriber, if any, provided will be made in compliance with the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and all applicable rules and regulations promulgated thereunder. 4.3. (q) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss an investment in the Securities and of such making an informed investment and decision with respect thereto. (r) Subscriber represents that: (i) Subscriber is able to bear the economic risk risks of an investment in the Securities and to afford a complete loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such investment for an indefinite period duration and nature as would enable a reasonably prudent purchaser to be aware of timethe character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. 4.7(s) Subscriber further represents that the address of Subscriber 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 the resale or distribution thereof; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (t) 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 funds). This Subscription Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (u) 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, or is in any way contrary to or inconsistent with, statements made in the Memorandum and this Subscription Agreement. (v) Subscriber represents that Subscriber is not subscribing for the 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 or any public announcement or filing of or by the Company. (w) Subscriber has carefully considered read this Subscription Agreement and the potential risks relating Memorandum, and Subscriber has accurately completed the Confidential Subscriber Questionnaire which accompanies this Subscription Agreement. (x) 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. (y) Subscriber represents and warrants, to the Company best of Subscriber’s knowledge, that 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. (z) Subscriber represents and warrants that Subscriber has: (i) not distributed or reproduced the Memorandum, in whole or in part, at any time, without the prior written consent of the Company, (ii) kept confidential the existence of the Memorandum and the purchase of the Shares. Subscriber is familiar information contained therein or made available in connection with the business and financial condition, properties, operations and prospects any further investigation of the Company and has had access, during (iii) refrained and shall refrain from trading in the course publicly-traded securities of the transactions contemplated Company for so long as such recipient has been in possession of any material non-public information contained in the Memorandum. (aa) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, the person executing this Subscription Agreement hereby represents and prior warrants that the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (bb) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Subscription Agreement and purchase the Securities as provided herein; (ii) its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions Securities will not result in any violation of, and receive answers fromor conflict with, the Company concerning the terms and conditions any term or provision of the investment and to obtain additional information (to the extent Company possessed such information charter, by-laws or could acquire it without unreasonable effort or expense) necessary to verify the accuracy other organizational documents of any information furnished to Subscriber or any other instrument or agreement to which the Subscriber has had access. Subscriber has made, either alone is a party or together with its advisors, such independent investigation is subject; (iii) the execution and delivery of this Subscription Agreement and Subscriber’s purchase of the Company as Subscriber deems to be, or its advisors deem to be, Securities has been duly authorized by all necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or action on behalf of the Subscriber; and (iv) all of the documents relating to the Subscriber’s subscription to the Securities have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber. (cc) The Subscriber understands and agrees that the securities are anticipated to be sold by the Company through the Selling Agent, a licensed broker-dealer, in an “best efforts” offering and that the Company has engaged the Selling Agent to sell the securities on its behalf, and will pay the Selling Agent the fees, expenses and Selling Agent’s Warrants set forth in the Memorandum in connection with the sale of the Securities. (dd) The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac> before making the following representations. The Subscriber represents that the amounts invested by it in the Company 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 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 individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists; To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Company and the Selling Agent should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in the

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement and the Registration Rights Agreement, and has the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2. Subscriber has been advised that the Shares have not been registered under the Securities Act or any state securities or “blue sky” laws and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. (a) Subscriber is aware that the Company is not under any obligation to effect any such registration with respect to an investment in the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act is a speculative investment and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. Subscriber understands the financial risks involved, which could result in a substantial or complete loss of Subscriber's investment. 4.5. (b) Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of investing in the Shares and of protecting Subscriber's own interest in connection with such investment, is able to incur a complete loss of such investment and . Subscriber is able to bear the economic risk of losing its entire investment in the Shares, which investment is not disproportionate to Subscriber's net worth. (c) In evaluating the merits of an investment in the Shares, Subscriber is not relying on the Company, the placement agent or their respective counsel for an evaluation of the business, tax, legal or other consequences of such an investment. (d) Subscriber is purchasing the Shares for Subscriber's own account for investment purposes only, and not with a view to the resale or distribution of the Shares except pursuant to an effective registration statement under the Securities Act of 1933 (the "Securities Act") or an exemption from such registration. Subscriber understands that any transfer of participations in the Shares or any arrangement for an economic interest in the Shares to be held or owned by anyone other than Subscriber will constitute a violation of this representation and shall be null and void. (e) Subscriber understands that Subscriber must bear the economic risk of investment for an indefinite period of time. 4.7. Subscriber time because the sale of the Shares has carefully considered not been registered under the potential risks relating Securities Act pursuant to the exemption provided by Section 4(2) and Rule 506 thereunder, nor under any applicable state securities laws, and the Shares or any participation therein may not be sold or transferred in the absence of evidence satisfactory to the Company and the purchase of the Shares. Subscriber is familiar compliance with the business and financial conditionapplicable laws, properties, operations and prospects including an opinion of counsel satisfactory to the Company that, among other things, the Shares have been registered under the Act and all applicable state securities laws or that such registrations are not required. The Company has had accessmade no agreement whatsoever to repurchase the Shares or, during except as expressly provided in the course Registration Rights Agreement, to register the transfer of any portion of them under the transactions contemplated hereby and prior Act or under any state securities law. (f) Prior to its Subscriber's purchase of the Shares, Subscriber and Subscriber's advisors were afforded full and complete access to all information with respect to the Company, its operations and the Shares that Subscriber and such information as it has advisors deemed material necessary to its evaluate the merits and risks of an investment decision in the Shares, and Subscriber has had the opportunity to ask questions of, of and receive answers from, from the Company concerning this investment. Without limiting the terms and conditions generality of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to foregoing, Subscriber or to which acknowledges that Subscriber has received and reviewed the information described in Paragraph 3 hereof and has had accessany questions concerning that disclosure answered to Subscriber's satisfaction. Subscriber has made, either alone Neither the Company nor the placement agent have made any representations about the value or together with its advisors, such independent investigation performance of the Company or the Shares. (g) Subscriber is one or more of the following (check all that apply): (i) a bank or savings and loan association. [_] (ii) a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934. [_] (iii) an insurance company. [_] (iv) an investment company registered under the Investment Company Act of 1940 or a business development company as Subscriber deems to bedefined in section 2(a)(48) of that Act. [_] (v) a Small Business Investment Company licensed by the U.S. Small Business Administration. [_] (vi) a plan established and maintained by a state or, its political subdivisions for the benefit of its employees, with total assets over $5,000,000. [_] (vii) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (A) the investment decisions for which are made by a plan fiduciary, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (B) which has total assets over $5,000,000, or (C) if a self-directed plan, the investment decisions for which are made solely by persons that are described in subsections (g)(i) through (vi) and (g)(viii) through (g)(xv). [_] (viii) a private business development company as defined in the Investment Advisers Act of 1940. [_] (ix) an organization described in section 501(c)(3)of the Internal Revenue Code. [_] (x) a corporation, Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets over $5,000,000. [_] (xi) a trust, with total assets over $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person. [_] (xii) a director or executive officer of the Company. [_] (xiii) a natural person whose individual net worth, or joint net worth with such person's spouse, exceeds $1,000,000. [_] (xiv) a natural person who had an individual income over $200,000 in each of 2002 and 2003 or joint income with such person's spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in 2004. [_] (xv) an entity in which all of the equity owners are persons or entities in the above categories and which has not been organized for the specific purpose of making an investment in the Shares. [_] (xvi) none of the above. [_] (h) Subscriber is aware of the provisions of Rule 144 under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the existence of a public market for the shares, 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 being sold during any three-month period not exceeding specified limitations. (i) The Subscriber has all requisite legal power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under this Agreement and the transactions and documents contemplated hereby. This Agreement constitutes the legally binding obligation of Subscriber, enforceable in accordance with its advisors deem terms, subject to belaws of general application relating to bankruptcy, necessary insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or advisable other equitable remedies. (j) Subscriber has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this investmentAgreement or any transaction contemplated hereby. Subscriber understands acknowledges that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination Company will pay a placement fee as to described in the fairness of this investmentConfidential Private Placement Memorandum. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company and the Placement Agent as follows: 4.1(a) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act”), and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities and has the ability and capacity to protect Subscriber’s interests. (b) Subscriber understands that the Securities have not been registered. Subscriber understands that the Securities will not be registered under the Act on the ground that the issuance thereof is exempt under Section 4(a)(2) and Rule 506(b) of the Act and as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the Preferred Shares are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Preferred Shares for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber is purchasing the Preferred Shares subscribed for hereby for investment 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 at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing of the Securities in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, the Company or any authorized 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 acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has full received and reviewed the Sub, and all the information concerning the Company and the Securities, both written and oral, that Subscriber desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review: (i) copies of all of the Company’s publicly available documents, the Subscription Booklet, and (ii) all information, both written and oral, that Subscriber desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(g) below. Subscriber understands that no person has been authorized to give any information or to make any representations which were not contained in the Subscription Booklet and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal capacity, and other power and authority necessary to execute and deliver the Agreement, and had, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders this Subscription Agreement and the Registration Rights Agreement, to carry out and has the corporate power and authority necessary to perform its Subscriber’s obligations under the Agreementsterms of this Subscription Agreement. This Agreement, the Stockholders Agreement, and the Registration Rights Subscription Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, constitutes a valid and legally binding obligation of Subscriber Subscriber, enforceable against Subscriber in accordance with its terms, 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 principles of equity, whether such enforcement is considered in a proceeding in equity or law. 4.2(g) Subscriber has carefully considered and has discussed with the Subscriber’s 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 independently determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber has been advised relied solely on such advisors and not on any statements or representations 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 and the Confidential Subscriber Questionnaire accompanying this Subscription Agreement do not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets 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 Preferred Shares have constituting the components of the Preferred Shares will not been registered under result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation or by-laws, or equivalent limited liability company, trust or partnership documents, if applicable, or any agreement to which Subscriber is a party or by which 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 Preferred Shares. (k) Subscriber acknowledges that an investment in the Securities Act is speculative and involves 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 Subscription Booklet. (m) Subscriber recognizes that no federal, state or any state securities foreign agency has recommended or “blue sky” laws and, therefore, cannot be resold unless it is registered under endorsed the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. purchase of the Securities. (n) Subscriber is aware that the Preferred Shares are, and the Common Stock issuable upon conversion of the Preferred Shares 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 the Preferred Shares shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: (p) Because of the legal restrictions imposed on resale, Subscriber understands that the Company is not under any obligation shall have the right to effect any such registration with respect 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 other dispositions of the Preferred Shares (except solely to the extentby Subscriber, if any, provided will be made in compliance with the Registration Rights Agreement) or to file for or comply with any exemption from registrationAct and all applicable rules and regulations promulgated thereunder. 4.3. (q) Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions acknowledges that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss an investment in the Securities and of such making an informed investment and decision with respect thereto. (r) Subscriber represents that: (i) Subscriber is able to bear the economic risk risks of an investment in the Securities and to afford a complete loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such investment for an indefinite period duration and nature as would enable a reasonably prudent purchaser to be aware of timethe character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. 4.7(s) Subscriber further represents that the address of Subscriber 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 the resale or distribution thereof; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities. (t) 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 funds). This Subscription Agreement is not binding upon the Company until accepted in writing by an authorized officer of the Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (u) 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, or is in any way contrary to or inconsistent with, statements made in the Subscription Booklet and this Subscription Agreement. (v) Subscriber represents that Subscriber is not subscribing for the 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 or any public announcement or filing of or by the Company. (w) Subscriber has carefully considered read this Subscription Agreement and the potential risks relating Subscription Booklet, and Subscriber has accurately completed the Confidential Subscriber Questionnaire which accompanies this Subscription Agreement. (x) 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 Subscription Booklet or in this Subscription Agreement. (y) Subscriber represents and warrants, to the Company best of Subscriber’s knowledge, that 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. (z) Subscriber represents and warrants that Subscriber has: (i) not distributed or reproduced the Subscription Booklet, in whole or in part, at any time, without the prior written consent of the Company, (ii) kept confidential the existence of the Subscription Booklet and the purchase of the Shares. Subscriber is familiar information contained therein or made available in connection with the business and financial condition, properties, operations and prospects any further investigation of the Company and has had access, during (iii) refrained and shall refrain from trading in the course publicly-traded securities of the transactions contemplated Company for so long as such recipient has been in possession of any material non-public information contained in the Subscription Booklet. (aa) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, the person executing this Subscription Agreement hereby represents and prior warrants that the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (bb) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Subscription Agreement and purchase the Securities as provided herein; (ii) its purchase of the Shares, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions Securities will not result in any violation of, and receive answers fromor conflict with, the Company concerning the terms and conditions any term or provision of the investment and to obtain additional information (to the extent Company possessed such information charter, by-laws or could acquire it without unreasonable effort or expense) necessary to verify the accuracy other organizational documents of any information furnished to Subscriber or any other instrument or agreement to which the Subscriber has had access. Subscriber has made, either alone is a party or together with its advisors, such independent investigation is subject; (iii) the execution and delivery of this Subscription Agreement and Subscriber’s purchase of the Company as Subscriber deems to be, or its advisors deem to be, Securities has been duly authorized by all necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investment. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or action on behalf of the Subscriber; and (iv) all of the documents relating to the Subscriber’s subscription to the Securities have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber. (cc) The Subscriber understands and agrees that the securities are anticipated to be sold by the Company through the Placement Agent, a licensed broker-dealer, in an “best efforts” offering and that the Company has engaged the Placement Agent to sell the securities on its behalf, and will pay the Placement Agent the fees and expenses set forth in the Subscription Booklet in connection with the sale of the Securities. (dd) The Subscriber should check the Office of Foreign Assets Control (“OFAC”) website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇> before making the following representations. The Subscriber represents that the amounts invested by it in the Company 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 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 individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists; To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Company and the Placement Agent should the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Subscriber, either by

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants that: 4.1. Subscriber has full legal capacity, power and authority necessary to execute and deliver the Agreement, and hadPubCo, as of their respective dates the date hereof and as of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver the Stockholders Agreement date of each Extension and the Registration Rights AgreementMaturity Date pursuant to which Shares are issued, as follows:(a)Subscriber is agreeing to purchase the Securities solely for Subscriber’s own account and has for investment and not with a view toward the corporate power and authority necessary to perform its obligations under the Agreements. This Agreement, the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its terms. 4.2distribution thereof. Subscriber has been advised understands that the Shares have Securities for which Subscriber is subscribing will not been be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities or “blue sky” laws and, therefore, and therefore cannot be resold unless it is registered under the Securities Act and applicable state securities laws laws, or unless an exemption from such registration requirements is available. Subscriber is aware acknowledges that the Company is not under any obligation to effect any such registration with respect to the Shares (except solely to the extent, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to because of the restrictions on transfer imposed by the Securities Act and any applicable state securities lawstransferability of the Securities, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer of the Shares. 4.4. Subscriber understands that the purchase of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to must bear the economic risk of such Subscriber’s investment in the Securities for an indefinite period of time. 4.7. Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Shares. (b) Subscriber is familiar with the business and financial condition, properties, condition and operations and prospects of the Company and PubCo. Subscriber has had access, during access to such information concerning PubCo and the course of Securities as the transactions contemplated hereby and prior Subscriber deems necessary to its enable it to make an informed investment decision concerning the purchase of the SharesSecurities. Subscriber understands the risks associated with an investment in the Securities and is financially capable of bearing the economic risk of this investment and could afford the loss of the total amount of this investment. (c) Subscriber has all requisite authority (and in the case of an individual, the capacity) to such information as it has deemed material purchase the Note, enter into this Agreement and to its investment decision and has had perform all the opportunity obligations required to ask questions ofbe performed by the undersigned hereunder, and receive answers fromsuch purchase will not contravene any law, rule or regulation binding on the Company concerning the terms and conditions of the undersigned or any investment and to obtain additional information (guideline or restriction applicable to the extent Company possessed such information Subscriber. (d) Subscriber presently qualifies as an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act) or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber has had access. Subscriber has madeas a “sophisticated investor” having, either alone or together with its advisorspurchaser representative(s), such independent investigation sufficient knowledge and experience with financial and business matters to enable Subscriber to evaluate the risks and merits of the Company as Subscriber deems to be, or its advisors deem to be, necessary or advisable investment in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon the Company, nor has any such agency made any finding or determination as to the fairness of this investmentPubCo contemplated hereunder. 4.8. Subscriber is an “accredited investor” as that term is defined in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or on behalf of the Subscriber.

Representations and Warranties of Subscriber. Subscriber hereby represents and warrants thatto the Company, and covenants with the Company, as follows: 4.1(a) Subscriber is either: (i) an individual residing in the state and at the full address as set forth on the signature page hereto. Subscriber is not a resident of any other state. Subscriber has the full legal capacity, power and authority necessary to execute enter into this Agreement; or (ii) an entity duly formed, existing and deliver in good standing under the Agreement, and hadlaws of its state of formation, as of their respective dates of execution and delivery by Subscriber, full legal capacity, power and authority necessary to execute and deliver set forth on the Stockholders Agreement and the Registration Rights Agreementsignature page hereto, and has the corporate power and authority necessary to perform conduct its obligations under business as presently conducted. Subscriber’s principal office is located at the Agreements. This Agreement, address set forth on the Stockholders Agreement, and the Registration Rights Agreement have been duly executed and delivered by Subscriber. Each of this Agreement, the Stockholders Agreement and the Registration Rights Agreement constitutes, the legal, valid and binding obligation of Subscriber enforceable against Subscriber in accordance with its termssignature page hereto. 4.2(b) Subscriber is acquiring the Shares for Subscriber’s own account for investment and not with a view to or in connection with any distribution or resale thereof. Subscriber has been advised does not have any contract, understanding, agreement or arrangement with any person or entity to sell or transfer the Shares. (c) Subscriber understands that (i) the Shares have not been registered under the Securities Act Act, or the securities laws of any state securities or “blue sky” laws andjurisdiction, therefore, canand (ii) the economic risk of Subscriber’s investment in the Shares must be borne for an indefinite period of time because the Shares may not be resold sold or otherwise transferred unless it is subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such applicable registration requirements is available. Subscriber is aware acknowledges and agrees that the Company is not will be under any no obligation to register the Shares or take any other action necessary to make compliance with an exemption from applicable registration requirements available. Subscriber further acknowledges and agrees that the Company may require, as a condition to its registration of any transfer of the Shares, an opinion of counsel reasonably satisfactory to the Company to the effect any that such transfer will not violate the registration requirements of applicable securities laws. (d) Subscriber (i) has such knowledge and experience with respect to the Shares (except solely to the extentfinancial, if any, provided in the Registration Rights Agreement) or to file for or comply with any exemption from registration. 4.3. Subscriber understands that, in addition to the restrictions on transfer imposed by the Securities Act tax and any applicable state securities laws, the Stockholders Agreement and the Registration Rights Agreement contain provisions that further restrict transfer business aspects of the Shares. 4.4. Subscriber understands that the purchase ownership of the Shares involves a high degree of risk. 4.5. Subscriber is acquiring the Shares to be acquired by Subscriber hereunder for Subscriber’s own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act. 4.6. Subscriber has, either alone or together with business conducted by the assistance of a “purchaser representative” (as such term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters Company that Subscriber is capable of evaluating the merits and risks of such investmentinvestment in the Company and making an informed investment decision with respect thereto, is able to incur a complete loss of such investment and is able to (ii) can bear the economic risk of an investment in the Shares, including the complete loss thereof. Subscriber understands that no public market now exists for the Shares and that there is no intention that there will ever exist a public market for the Shares. (e) The proposed investment is suitable for Subscriber based upon Subscriber’s financial situation. Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth, and Subscriber’s investment in the Company will not cause such overall commitment to become excessive. Subscriber understands that investment in the Company may lead to a total loss of invested funds, or to illiquidity of invested funds for an indefinite extended period of time. 4.7. Subscriber has carefully considered adequate means of providing for possible personal contingencies and needs, has no need for liquidity in the potential risks relating to proposed investment and can afford the loss of Subscriber’s entire investment. (f) Subscriber is familiar with the current distressed state of business and financial condition and operations of the Company. Subscriber recognizes and acknowledges that investing in the Company is highly speculative and involves a high degree of risk of losing all of Subscriber’s investment, and Subscriber has taken full cognizance of and understands the risks related to the purchase of the Shares. . (g) Subscriber is familiar with the business and financial condition, properties, condition and operations and prospects of the Company. Subscriber acknowledges the Company has made available to Subscriber all records, documents, books of account and other materials requested by Subscriber. Subscriber has had access, during the course of the transactions contemplated hereby transaction and prior to its purchase the execution of the Sharesthis subscription, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment sale of the Shares and the Company’s business, management and financial affairs, and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Subscriber or to which Subscriber. There is no information that Subscriber has had accessrequested that has not been provided to Subscriber. Subscriber understands that Subscriber may request additional information at any time prior to the acceptance of this subscription by the Company. To the extent Subscriber has madenot sought information regarding any particular matter, either alone Subscriber represents that he or together with its advisors, she has no interest in doing so and that such independent investigation of the Company as matters are not material to Subscriber deems to be, or its advisors deem to be, necessary or advisable in connection with this investment. Subscriber understands that no federal or state agency has passed upon this investment or upon accepted the Company, nor has any responsibility for conducting Subscriber’s own investigation and obtaining for itself such agency made any finding or determination information as to the fairness foregoing and all other subjects as Subscriber deems relevant or appropriate in connection with this investment. Subscriber acknowledges that no representation regarding projected financial performance or a projected rate of return has been made to it by any party. (h) The execution, delivery and performance of this investment. 4.8Agreement has been duly authorized and approved by Subscriber. This Agreement is valid, binding and enforceable against Subscriber in accordance with their respective terms and conditions. If Subscriber is an “accredited investor” as that term is defined executing this Agreement in Regulation D under the Securities Act. 4.9. The Company shall not have any liability of any kind a representative or fiduciary capacity, he, she or it has full power and authority to execute and deliver this Agreement in respect of any brokerage or finders’ fees, agents’ commissions or other similar payment to any broker, finder, agent or like party retained by or such capacity and on behalf of the subscribing individual, ▇▇▇▇, partnership, trust, estate, corporation, or other entity for whom the undersigned is executing this Agreement, and such individual, ▇▇▇▇, partnership, trust, estate, corporation, or other entity has full right and power to perform pursuant to this Agreement and make an investment in the Company. (i) No representations or warranties, oral or otherwise, whether with respect to future prospects of the Company, the anticipated profits, losses or returns of the Company or otherwise, have been made to the Subscriber by the Company, any officer or other representative thereof, any other Subscriber, or any other person, other than those expressly contained in this Agreement. Subscriber acknowledges and agrees that Subscriber has chosen to invest in the Company solely as a result of Subscriber’s own independent investigation as to the Company. (j) Subscriber is not relying on any communication (written or oral) of the Company or any of its affiliates or any other investor in the Company, as investment advice or as a recommendation to purchase any Shares. Subscriber acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the Shares for purposes of determining Subscriber’s authority to invest in the Shares.