Common use of Representations of Subscriber Clause in Contracts

Representations of Subscriber. In connection with the purchase of the Shares, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. b. The Shares are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares with others or reselling or otherwise disposing of any portion of such Shares, either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares and is able to bear the economic risk of an investment in the Shares for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale. f. The Subscriber is aware that any resale of the Shares cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Shares. h. The Subscriber is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage company, has limited operating funds and has a limited operating history. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 15, 2010 and Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2010 and March 31, 2011. This report and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended, can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the Shares, or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the Shares. m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares were not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the SharesNotes, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. b. The Shares are Note(s) is being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares Note(s) for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares Note(s) and not with a view to, or for a resale in connection with, any distribution of the Shares Note(s) or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares Note(s) with others or reselling or otherwise disposing of any portion of such SharesNote(s), either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares a Note(s) and is able to bear the economic risk of an investment in the Shares Note(s) for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares Note(s) will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale. f. The Subscriber is aware that any resale of the Shares Note(s) cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares Note(s) shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the SharesNote(s) or the underlying common stock. h. The Subscriber is not acquiring the Shares Note(s) based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares Note(s) but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage company, has limited operating funds and has a limited operating history. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Confidential Private Placement Term Sheet dated February 20, 2009 and in the Company’s Annual Report on Form 10-K, filed on December 1516, 2010 2008, the Company’s subsequent current reports on Form 8-K, and the Company’s Quarterly Reports Report on Form 10-Q for Q, filed on February 17, 2009. Copies of such material are attached to the quarterly periods ended December 31, 2010 Confidential Private Placement Term Sheet and March 31, 2011. This report these reports and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended, can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, information which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares Notes without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares Notes have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares Notes are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the SharesNote(s), or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the SharesNote(s). m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares were Note(s) was not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the Shares, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”). b. The Shares are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares with others or reselling or otherwise disposing of any portion of such Shares, either currently or after the passage of a fixed or determinable predeterminable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares and is able to bear the economic risk of an investment in the Shares for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale. f. The Subscriber is aware that any resale of the Shares cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Shares. h. The Subscriber is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage company, has limited operating funds and has had a limited operating history, and as a result, its operations have produced limited recurring revenues from its services and products; it has incurred expenses and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a biotechnology company. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 1518, 2010 2018 and as amended on January 28, 2019 and April 4, 2019, and the Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2010 and 2018, March 31, 20112019 and June 30, 2019 filed on February 7, 2019, May 9, 2019 and August 13, 2019, respectively. This report These reports and any future filings made with the SEC under Section 15(d12(b) of the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, information which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the Shares, or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the Shares. m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares were not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the SharesNote, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. b. The Shares are Note is being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares Note for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares Note and not with a view to, or for a resale in connection with, any distribution of the Shares Note or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares Note with others or reselling or otherwise disposing of any portion of such SharesNote, either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares a Note and is able to bear the economic risk of an investment in the Shares Note for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares Note will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale. f. The Subscriber is aware that any resale of the Shares Note cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares Note shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the SharesNote or the underlying common stock. h. The Subscriber is not acquiring the Shares Note based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares Note but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage company, has limited operating funds and has a limited operating history. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 1523, 2010 2009, and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 31Q, filed on February 11, 2010 and March 31August 13, 20112010. This report These reports and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended, can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, information which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares Note without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares have Note has not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are Note is a “restricted securitiessecurity,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they it may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the SharesNote, or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the SharesNote. m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares were Note was not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the SharesUnits, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. b. The Shares are Unit(s) is being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares Unit(s) for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares Unit(s) and not with a view to, or for a resale in connection with, any distribution of the Shares Unit(s) or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares Unit(s) with others or reselling or otherwise disposing of any portion of such SharesUnit(s), either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares a Unit(s) and is able to bear the economic risk of an investment in the Shares Unit(s) for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares Unit(s) will be be: (i) sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for salesale and (ii) issued and sold in reliance on the exemption from registration under the Nevada Securities Act, as amended (the “Nevada Act”). f. The Subscriber is aware that any resale of the Shares Unit(s) cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares Unit(s) shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the SharesUnit(s) or the underlying common stock. h. The Subscriber is not acquiring the Shares Unit(s) based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares Unit(s) but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage companyCompany, has limited little or no operating funds and has a limited minimal operating history. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Confidential Private Placement Term Sheet dated September 8, 2007 and in the Company’s Annual Report on Form 10-KKSB, filed on December 15January 16, 2010 2007, and Quarterly Reports in its subsequent quarterly reports on Form 10-Q for QSB. Copies of such material are attached to the quarterly periods ended December 31, 2010 Confidential Private Placement Term Sheet and March 31, 2011. This report and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended, can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares Notes and Warrants included in the Units or the Common Stock issuable upon conversion of the Notes and exercise of the Warrants without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares Notes and Warrants included in the Units and the Common Stock issuable upon conversion of the Notes and exercise of the Warrants have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares Notes and Warrants included in the Units and the Common Stock issuable upon conversion of the Notes and exercise of the Warrants are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the SharesUnit(s), or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the SharesUnit(s). m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares were Unit(s) was not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the SharesShares and Warrants, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. b. The Shares and Warrants are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares and Warrants for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares and Warrants or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares and Warrants with others or reselling or otherwise disposing of any portion of such SharesShares and Warrants, either currently or after the passage of a fixed or determinable predeterminable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares and Warrants and is able to bear the economic risk of an investment in the Shares and Warrants for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares and Warrants will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale. f. The Subscriber is aware that any resale of the Shares and Warrants and shares of Common Stock purchased pursuant to the exercise of the Warrants (“Warrant Shares”) cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares and Warrants shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the SharesShares and Warrants. h. The Subscriber is not acquiring the Shares and Warrants based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares and Warrants but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage company, has limited operating funds and has had a limited operating history, and as a result, its operations have produced limited recurring revenues from its services and products; it has incurred expenses and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a biotechnology company. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 1520, 2010 2013, and Form 10-K/A filed on May 1, 2014, and the Quarterly Reports on Form 10-Q and Form 10-Q/A for the quarterly periods ended December 31, 2010 2013 filed on February 10, 2013 and May 2, 2014, respectively, and for the quarterly period ended March 31, 20112013 filed in May 2014. This report These reports and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, information which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares and Warrants without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares and Warrants have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are are, and the Warrant Shares will be, “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the SharesShares and Warrants, or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the SharesShares and Warrants. m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares and Warrants were not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the Shares, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”). b. The Shares are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares with others or reselling or otherwise disposing of any portion of such Shares, either currently or after the passage of a fixed or determinable predeterminable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares and is able to bear the economic risk of an investment in the Shares for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale. f. The Subscriber is aware that any resale of the Shares cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Shares. h. The Subscriber is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage company, has limited operating funds and has had a limited operating history, and as a result, its operations have produced limited recurring revenues from its services and products; it has incurred expenses and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a biotechnology company. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 156, 2010 2016, and the Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2010 2016 and March 31, 20112017 filed on February 9, 2017 and May 11, 2017, respectively. This report These reports and any future filings made with the SEC under Section 15(d12(b) of the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), can be obtained by visiting the Securities and Exchange Commission’s website at h▇▇▇▇://://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, information which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the Shares, or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the Shares. m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares were not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the SharesUnits, the Subscriber hereby represents and warrants to the Company as follows: a. If the Subscriber is an individual purchaser of the Unit(s), the Subscriber represents and warrants that he/she is at least 25 years of age and a resident of the Country of _______________ and is not nor has ever been a “U.S. person,” as defined in Rule 902 promulgated under the Securities Act of 1933, as amended (the “Act”). b. If the Subscriber is a Company, trust or other corporate entity purchaser of the Unit(s), the Subscriber represents and warrants that it is duly organized and validly existing under the laws of the Country of _______________, and has all requisite powers to purchase the Unit(s). If the subscriber is a trust, none of the trustees are a “U.S. person,” as defined in Rule 902 promulgated under the Act. c. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. b. d. The Shares are Unit(s) is being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares Unit(s) for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares Unit(s) and not with a view to, or for a resale in connection with, any distribution of the Shares Unit(s) or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares Unit(s) with others or reselling or otherwise disposing of any portion of such SharesUnit(s), either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. e. The Subscriber has no need for liquidity with respect to his purchase of the Shares a Unit(s) and is able to bear the economic risk of an investment in the Shares Unit(s) for an indefinite period of time and is further able to afford a complete loss of such investment. d. f. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. g. The Subscriber recognizes that the Shares Unit(s) will be be: (i) sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale; (ii) issued and sold in reliance on the exemption from registration under the Nevada Securities Act, as amended (the “Nevada Act”); and (iii) issued and sold to non-United States persons, as defined in Rule 902(k) promulgated under the Act. f. h. The Subscriber is aware that any resale of the Shares Unit(s) cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. i. The Subscriber represents and warrants that all offers and sales of the Shares Unit(s) shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the SharesUnit(s) or the underlying common stock. h. j. The Subscriber is not acquiring the Shares Unit(s) based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares Unit(s) but rather upon an independent examination and judgment as to the prospects of the Company. i. k. The Subscriber understands that the Company is an early stage company, has limited operating funds Company and has a limited minimal operating history. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Confidential Private Placement Term Sheet and in the Company’s Annual Report on Form 10-KKSB, filed on December 15January 16, 2010 2007, and Quarterly Reports in its subsequent quarterly report on Form 10-Q for QSB, and current reports on Form 8-K. Copies of such material are attached to the quarterly periods ended December 31, 2010 Term Sheet and March 31, 2011. This report and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended, can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the SharesUnit(s), or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. m. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the SharesUnit(s). m. n. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. o. The Shares were Unit(s) was not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. p. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the Shares, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. b. The Shares are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares with others or reselling or otherwise disposing of any portion of such Shares, either currently or after the passage of a fixed or determinable predeterminable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. c. The Subscriber has no need for liquidity with respect to his purchase of the Shares and is able to bear the economic risk of an investment in the Shares for an indefinite period of time and is further able to afford a complete loss of such investment. d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale. f. The Subscriber is aware that any resale of the Shares cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. g. The Subscriber represents and warrants that all offers and sales of the Shares shall be made pursuant to an exemption from registration under the Securities Act or pursuant to registration under the Securities Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Shares. h. The Subscriber is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon an independent examination and judgment as to the prospects of the Company. i. The Subscriber understands that the Company is an early stage company, has limited operating funds incurred expenses and has a limited operating historysustained losses. Consequently, its operations are subject to inherent risks. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 15March 27, 2010 and Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2010 and March 31, 20112014. This report and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amendedamended (“Securities Act”), can be obtained by visiting the Securities and Exchange Commission’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, information which may have been provided by the Company or the Company’s placement agent. j. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. k. The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the Shares, or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber. l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the Shares. m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. The Shares were not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means. o. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.

Representations of Subscriber. In connection with the purchase of the Shares, the Subscriber hereby represents and warrants to the Company as follows: a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (“Securities Act.”); b. The Shares are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares or any portion thereof, nor is the undersigned Subscriber aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned Subscriber has no present intention of dividing such the Shares with others or reselling or otherwise disposing of any portion of such the Shares, either currently or after the passage of a fixed or determinable predeterminable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance.; c. The Subscriber has no need for liquidity with respect to his its purchase of the Shares and is able to bear the economic risk of an investment in the Shares for an indefinite period of time and is further able to afford a complete loss of such investment.; d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth. e. The Subscriber recognizes that the Shares will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale.; f. e. The Subscriber is aware that any resale of the Shares cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom.; g. f. The Subscriber represents and warrants that all offers and sales of the Shares shall be made pursuant to an exemption from registration under the Securities Act or pursuant to registration under the Securities Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Shares.; h. g. The Subscriber is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon an independent examination and judgment as to the prospects of the Company.; i. h. The Subscriber understands that the Company is an early stage company, has limited operating funds and has had a limited operating history, and, as a result, its operations have produced no revenues from its products and that the Company has incurred expenses and has sustained losses. The Subscriber further understands that the Company’s operations are subject to all the risks inherent in the establishment of a biotechnology company. The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-KK filed with the U.S. Securities and Exchange Commission (“SEC”) on August 13, filed on December 15, 2010 and Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2010 and March 31, 20112019 (“Annual Report”). This report The Annual Report and any future filings made with the SEC under Section 15(d) of pursuant to the Securities Exchange Act of 1934, as amendedamended (“Exchange Act”), can be obtained by visiting the Securities and Exchange CommissionSEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The Subscriber agrees that it is not relying on any other written information, including the Executive Summary, information which may have been provided by the Company or the Company’s placement agent.; j. i. The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met.met by the Subscriber; k. j. The Company, by and through itself and/or legal counsel, Company has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the Shares, Shares or the profit to be realized, if any, as a result of investment in the Company. Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber.; l. The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the Shares. m. The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company. n. k. The Shares were not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means.; and o. l. All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned Subscriber will immediately provide the Company with such information. p. The Subscriber has reviewed and agrees with the terms set forth in the term sheets for employment agreements for each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (JAH) and ▇▇▇▇ ▇▇▇▇▇▇ (KJ) attached as Exhibit A hereto (the “Term Sheets”). The Subscriber understands that the Company will be entering into employment agreements with each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ substantially in accordance with the terms set forth in their respective Term Sheets as well as granting stock options, selling stock, issuing restricted stock and taking other actions in accordance therewith, including but not limited to amending the 2005 Incentive Stock Plan to increase the authorized shares thereunder.