Common use of Representations, Warranties and Agreements of the Subscriber Clause in Contracts

Representations, Warranties and Agreements of the Subscriber. The Subscriber hereby represents warrants and agrees as follows: (a) Subscriber acknowledges that it has been provided with and has carefully read a document entitled “Terms of the Offering”. This document contains a description of the offering of the Common Stock, the use of proceeds from the sale of the Common Stock and links (with instructions on how to open them) to public documents filed by the Company with the United States Securities and Exchange Commission. Subscriber and its representatives have has the opportunity to meet with representatives of the Company and have had the opportunity to ask questions of and receive answers from, representatives of the Company concerning the Company; and the terms and conditions of this transaction as well as to obtain any information requested by Subscriber. Subscriber believes that any questions raised by Subscriber or its representatives have been answered to the satisfaction of Subscriber and its representatives. Subscriber’s decision to purchase the Common Stock is based in part on the answers to such questions as Subscriber and its representatives have raised concerning the transaction and is based in part on its own evaluation of the risks and merits of the purchase and the Company’s proposed business activities. Subscriber understands: (i) The risks involved in this offering, including the speculative nature of the investment; (ii) The lack of liquidity and restrictions on transfer of the Common Stocks and; (iii) The financial hazards involved in this offering, including the risk of losing Subscriber’s entire investment. (b) Subscriber acknowledges that it has prior investment experience, including investment in non-registered securities; that is recognizes the highly speculative nature of this investment and is able to bear the economic risk and is able to fend for itself; and that is has been advised by or have had an opportunity to employ the services of an investment adviser, attorney or accountant who is qualified by training and experience in business and financial matters to evaluate the merits and risks of such an investment and who has had the opportunity to review the Terms of the Offering and the Company’s publicly filed documents, links to which are provided in the Terms of the Offering. (c) Subscriber represents that it and its investment advisor, attorney or accountant, if any, have been furnished by the Company, during the course of this transaction, with all information regarding the Company which such parties have requested or desire to know; that all documents which could be reasonably provided have been made available for the inspection and review of such parties; and that such parties have been afforded the opportunity to ask questions and receive answers from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Co-President and Chief Executive Officer of the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D., Co-President and Chief Medical Officer of the Company and other officers and directors of the Company, concerning the terms and conditions of the offering; and any additional information such parties requested. (d) Subscriber acknowledges that there is a present public market for shares of the Company’s common stock, although transfer of the Common Stock purchased in this offering will be restricted. As a result, (i) Subscriber may not be able to liquidate its investment in the event of emergency, (ii) transferability is extremely limited and (iii) in the event of a disposition Subscriber could sustain a loss. (e) The Common Stock is being purchased by Subscriber and not by any other person (whether or not a “U.S. Person” as that term is defined under Regulation S), with the Subscriber’s own funds and not with the funds of any other person and for the account of Subscriber, not as a nominee or agent and not for the account of any other person. On acceptance of this Subscription Agreement by the Company, no other person will have any interest, beneficial or otherwise, in the Common Stock. Subscriber is not obligated to transfer the Common Stock to any other person nor does Subscriber have any agreement or understanding to do so. Subscriber does not intend to subdivide Subscriber’s purchase of the Common Stock with any person. (f) Subscriber is not purchasing the Common Stock for distribution or resale to others. Subscriber agrees that it will not sell or otherwise transfer the Common Stock unless any transfer complies with the resale provisions for “Category 3” companies set forth in Regulation S, is registered under the Act, or unless an exemption from such registration is available. Subscriber acknowledges that the Company by this Agreement has agreed not to transfer the Common Stock and may require an opinion of legal counsel satisfactory to the Company to the effect that a proposed transfer complies with the resale provisions set forth in Regulation S, is registered under the Act or is exempt. (g) Subscriber understands that the Common Stock has not been registered under the Act, by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the fact that Subscriber is not either a “U.S. Person” (as that term is defined in Regulation S) or purchasing the Common Stock for the benefit of a U.S. Person and on Subscriber’s agreement to restrict transfers of the Common Stock in the manner described for “Category 3” companies in Regulation S. (h) Subscriber certifies that it is not a “U.S. Person” (as that term is defined in Regulation S) and is not acquiring the Common Stock for the account or benefit of any U.S. Person. It is agreed that the Company reserves the right to request documentation from the Subscriber to verify the foregoing representation. It is also agreed that the Company in its sole discretion may reject or limit any subscription and close the offer of Common Stock at any time. Subscriber acknowledges that it is aware that the Company is relying upon the foregoing representation relating to its non-U.S. status. (i) If Subscriber is a corporation, partnership, trust or other entity, Subscriber was not formed, organized or incorporated under the laws of the United States. (j) Subscriber, if not an individual, is empowered and duly authorized to enter into this Subscription Agreement under any and all governing documents, partnership agreements, trust instruments, pension plans, charter, certificate of incorporation, bylaw provisions or the like (the “Governing Documents”) and the person signing on behalf of Subscriber is empowered and duly authorized to do so by such Governing Documents. (k) This Subscription Agreement constitutes a valid and binding agreement of Subscriber enforceable against Subscriber in accordance with its terms.

Representations, Warranties and Agreements of the Subscriber. The Subscriber hereby represents and warrants to, and agrees with, the Company as follows: (a) the Subscriber acknowledges is sophisticated in financial and business matters and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Units; to the extent that the Subscriber has been provided deemed it appropriate to do so, the Subscriber has retained and relied upon necessary and appropriate professional advice regarding the investment, tax and legal merits and consequences of this Subscription Agreement and its investment in the Units; (b) the Subscriber’s financial situation is such that the Subscriber is able to bear indefinitely the economic risk of its investment in the Units and could afford a total loss of such investment; (c) the Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) (the definition of “accredited investor” is set forth on Exhibit B hereto); (d) the Subscriber is acquiring the Units for the Subscriber’s own account for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act; (e) neither the Company nor any person acting on its behalf has offered or sold the Units to the Subscriber by means of any form of general solicitation or general advertising; the Subscriber has a pre-existing relationship with one or more of the Company’s officers or directors; the Subscriber became aware of this Offering and the Units were offered to the Subscriber by direct contact between the Subscriber and the Company; in making its investment decision, the Subscriber relied solely on information received directly from the Company, including the Company’s business plan; (f) the Subscriber understands that the Company was incorporated on May 13, 2008 and has carefully read a document entitled “Terms of no prior operating history or revenues; the Offering”. This document contains a description of the offering of the Common StockSubscriber has made, the use of proceeds from the sale of the Common Stock and links (either alone or together with instructions on how to open them) to public documents filed by the Company with the United States Securities and Exchange Commission. Subscriber and its representatives have has the opportunity to meet with representatives advisors, if any, an independent investigation of the Company and its prospects as the Subscriber deems to be, or the Subscriber’s advisors, if any, have advised to be, necessary or advisable in connection with the Subscriber’s investment in the Units, the Subscriber and its advisors, if any, have had the opportunity to ask questions of and receive answers from, representatives of the Company concerning the Company; ’s management in connection with the Subscriber’s investment decisions and the terms and conditions of this transaction as well as to obtain any information requested by Subscriber. Subscriber believes that any questions raised by Subscriber or its representatives have been answered to the satisfaction of Subscriber and its representatives. Subscriber’s decision to purchase the Common Stock is based in part on the answers to such questions as Subscriber and its representatives have raised concerning the transaction and is based in part on its own evaluation of the risks and merits of the purchase and the Company’s proposed business activities. Subscriber understands: (i) The risks involved in this offering, including the speculative nature of the investment; (ii) The lack of liquidity and restrictions on transfer of the Common Stocks and; (iii) The financial hazards involved in this offering, including the risk of losing Subscriber’s entire investment. (b) Subscriber acknowledges that it has prior investment experience, including investment in non-registered securities; that is recognizes the highly speculative nature of this investment and is able to bear the economic risk and is able to fend for itself; and that is has been advised by or have had an opportunity to employ the services of an investment adviser, attorney or accountant who is qualified by training and experience in business and financial matters to evaluate the merits and risks of such an investment and who has had the opportunity to review the Terms of the Offering and the Company’s publicly filed documents, links to which are provided in the Terms of the Offering. (c) Subscriber represents that it and its investment advisor, attorney or accountantadvisors, if any, have been furnished by the Company, during the course of this transaction, with received all information regarding and data which the Subscriber and its advisors, if any, believe to be necessary or advisable in order to reach an informed decision as to investing in the Units and to verify the information that the Subscriber has received from the Company which such parties have requested or desire to know; that all documents which could be reasonably provided have been made available for the inspection and review of such parties; and that such parties have been afforded the opportunity to ask questions and receive answers from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Co-President and Chief Executive Officer of the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D., Co-President and Chief Medical Officer of the Company and other officers and directors of the Company, concerning the terms and conditions of the offering; and any additional information such parties requested. (d) Subscriber acknowledges that there is a present public market for shares of the Company’s common stock, although transfer of the Common Stock purchased in this offering will be restricted. As a result, (i) Subscriber may not be able to liquidate connection with its investment in the event of emergency, (ii) transferability is extremely limited and (iii) in the event of a disposition Subscriber could sustain a loss. (e) The Common Stock is being purchased by Subscriber and not by any other person (whether or not a “U.S. Person” as that term is defined under Regulation S), with the Subscriber’s own funds and not with the funds of any other person and for the account of Subscriber, not as a nominee or agent and not for the account of any other person. On acceptance of this Subscription Agreement by the Company, no other person will have any interest, beneficial or otherwise, in the Common Stock. Subscriber is not obligated to transfer the Common Stock to any other person nor does Subscriber have any agreement or understanding to do so. Subscriber does not intend to subdivide Subscriber’s purchase of the Common Stock with any person. (f) Subscriber is not purchasing the Common Stock for distribution or resale to others. Subscriber agrees that it will not sell or otherwise transfer the Common Stock unless any transfer complies with the resale provisions for “Category 3” companies set forth in Regulation S, is registered under the Act, or unless an exemption from such registration is available. Subscriber acknowledges that the Company by this Agreement has agreed not to transfer the Common Stock and may require an opinion of legal counsel satisfactory to the Company to the effect that a proposed transfer complies with the resale provisions set forth in Regulation S, is registered under the Act or is exempt.decision; (g) the Subscriber understands that neither the Common Stock offer nor sale of the Units pursuant to this Subscription Agreement has not been registered under the Act, Securities Act or registered or qualified under any applicable state securities laws and that the Units are being offered and sold to the Subscriber by reason of and in reliance upon a claimed specific exemption under from the provisions registration requirements of the Securities Act and exemptions from the registration or qualification requirements of such applicable state securities laws which dependsdepend upon, among other things, the bona fide nature of the Subscriber’s investment intent as expressed herein and the truth and accuracy of the Subscriber’s representations and warranties, and compliance with and performance of the Subscriber’s agreements, in part, upon the fact that Subscriber is not either a “U.S. Person” (each case as that term is defined in Regulation S) or purchasing the Common Stock for the benefit of a U.S. Person and on Subscriber’s agreement to restrict transfers of the Common Stock in the manner described for “Category 3” companies in Regulation S. (h) Subscriber certifies that it is not a “U.S. Person” (as that term is defined in Regulation S) and is not acquiring the Common Stock for the account or benefit of any U.S. Person. It is agreed that the Company reserves the right to request documentation from set forth herein; the Subscriber to verify the foregoing representation. It is also agreed that the Company in its sole discretion may reject or limit any subscription and close the offer of Common Stock at any time. Subscriber acknowledges that it is aware understands that the Company is relying upon the foregoing representation relating to Subscriber’s representations, warranties and agreements as set forth herein for the purpose of determining whether the transactions contemplated hereby meet the requirements for such exemptions and qualifications; (h) the Subscriber understands that the purchase of the Units involves various risks, that there is no assurance of any income from its non-U.S. status.investment in the Units and that, because the Shares are not listed on any stock market or exchange, it is unlikely that any public market will exist for any resale of the Units; (i) If Subscriber is a corporationTHE SUBSCRIBER AGREES THAT (i) IT WILL NOT DIRECTLY OR INDIRECTLY SELL (OR ENTER INTO ANY HEDGING OR SIMILAR TRANSACTION WITH THE SAME ECONOMIC EFFECT AS A SALE), partnershipGRANT ANY OPTION TO PURCHASE, trust or other entityMAKE ANY SHORT SALE OF, Subscriber was not formedOR OTHERWISE ASSIGN, organized or incorporated under the laws of the United StatesTRANSFER, PLEDGE, ENCUMBER, HYPOTHECATE OR DISPOSE OF THE SHARES, THE WARRANTS OR ANY INTEREST THEREIN, OR MAKE ANY OFFER OR ATTEMPT TO DO ANY OF THE FOREGOING, EXCEPT PURSUANT TO A REGISTRATION OF THE SHARES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH, IN THE WRITTEN OPINION OF COUNSEL FOR THE SUBSCRIBER (WHICH COUNSEL, AND THE FORM AND SUBSTANCE OF WHICH OPINION, MUST BE SATISFACTORY TO THE COMPANY (WHICH REQUIREMENT MAY BE WAIVED BY THE COMPANY UPON ADVICE OF COUNSEL)), IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, (ii) THE CERTIFICATE(S) FOR THE SHARES WILL BEAR A LEGEND MAKING REFERENCE TO THE FOREGOING RESTRICTIONS AND (iii) THE COMPANY AND ANY TRANSFER AGENT FOR THE SHARES AND THE WARRANTS SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY PURPORTED TRANSFER OF ANY OF THE SHARES OR WARRANTS EXCEPT FOR SUCH TRANSFERS THAT ARE IN COMPLIANCE WITH THE FOREGOING RESTRICTIONS. (j) Subscriber, the Subscriber understands and agrees that the Company is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; (k) if the Subscriber is not an individual, the Subscriber (i) has its principal place of business at the address set forth under the Subscriber’s name on the signature page hereto, (ii) is empowered duly organized and duly authorized in good standing under the laws of its state or other jurisdiction of organization, (iii) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Shares or Warrants, (iv) has the power and authority to enter into execute and deliver this Subscription Agreement under any and to perform and consummate the transactions contemplated hereby and (v) has taken all governing documentsactions necessary to authorize the execution and delivery of this Subscription Agreement, partnership agreements, trust instruments, pension plans, charter, certificate the performance of incorporation, bylaw provisions or the like (the “Governing Documents”) its obligations hereunder and the person signing on behalf consummation of the transactions contemplated hereby; (l) if the Subscriber is empowered an individual, the Subscriber (i) has his or her residence at the address set forth under the Subscriber’s name on the signature page hereto and duly authorized (ii) has all requisite legal capacity to do so by such Governing Documents.execute and deliver this Subscription Agreement, perform its obligations hereunder and to consummate the transactions contemplated hereby; (km) This the Subscriber has duly executed and delivered this Subscription Agreement, and this Subscription Agreement constitutes a the legal, valid and binding agreement obligation of Subscriber the Subscriber, enforceable against the Subscriber in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization or similar laws relating to creditors’ rights and (ii) general equitable principles; (n) the Subscriber agrees to provide, together with this completed and signed Subscription Agreement, a completed and signed Substitute IRS Form W-9, which is attached as Exhibit C hereto; (o) the Subscriber understands that the Company may request from the Subscriber such additional information as the Company may deem necessary to evaluate the eligibility of the Subscriber to acquire the Shares; and (p) the Subscriber agrees to keep confidential and not disclose or divulge any confidential, proprietary or secret information which the Subscriber may obtain from the Company pursuant to financial statements, reports and other materials delivered by the Company or its representatives to the Subscriber or the Subscriber’s advisors, if any, unless (i) such information is or becomes known to the Subscriber from a source other than the Company which, to the Subscriber’s knowledge, is not under any confidentiality obligation, whether imposed by law or contract or is or becomes publicly known without any breach of this Section by the Subscriber, (ii) the Subscriber is required to disclose such information as a result of its reporting obligations under Securities Exchange Act of 1934, as amended, but then only to extent required to comply with such obligations, or (ii) the Company gives its written consent to the Subscriber’s release of such information, except that no such written consent shall be required (and the Subscriber shall be free to release such information) if such information is to be provided to Subscriber’s counsel or accountant, provided that the Subscriber shall inform the recipient of the confidential nature of such information and shall instruct the recipient to treat the information as confidential.