Common use of Subscriber's Acknowledgments Clause in Contracts

Subscriber's Acknowledgments. The Company has disclosed to me and the undersigned understands that: (a) There is no present public market for the Preferred Stock and it is unlikely that a public market for the Preferred Stock will develop in the future. (c) Due to the absence of a public market for the Preferred Stock: (i) the undersigned may not be able to liquidate this investment in the event of an unexpected need for cash; (ii) transferability of the Preferred Stock is extremely limited; and (iii) in the event of a disposition of the Preferred Stock, the undersigned could sustain the loss of all or part of his investment in the Preferred Stock. (d) The Preferred Stock has not been registered under the Act or State securities laws and, therefore, the Preferred Stock cannot be resold or transferred unless it is subsequently registered under the Act and applicable State securities or "Blue Sky" laws or exemptions from such registration are available. (e) A legend summarizing the restrictions on the transfer of the Preferred Stock will be made on the Preferred Stock to be purchased by me. (f) The Preferred Stock has not been registered under the Act in reliance upon an exemption under the provisions of that Act which depends, in part, upon the investment intention of the purchaser. In this connection, the undersigned understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the representation of the purchaser merely meant that its present intention was to hold such Preferred Stock for a short period, such as the capital gains period of the Internal Revenue Code, for a deferred sale, for a market rise, or for a sale if the market does not rise (assuming that a market develops) for a year, or for any other fixed period. The undersigned realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with this investment representation, and the SEC might regard such a sale or disposition as a deferred sale to which the exemption is not available. (g) An investment in the Company involves considerable risks not associated with other investments, including without limitation, the risks identified in the SEC Filings. (h) No Federal or State agency has made any finding or determination as to the fairness of the investment, nor have they made any recommendation or endorsement concerning the Preferred Stock. (i) This Subscription Agreement is not revocable by the undersigned and the undersigned is submitting this Agreement intending to be legally bound thereby. (j) The undersigned acknowledges that he has reviewed the SEC Filings to the extent he deemed necessary or advisable. The undersigned has had an opportunity to ask questions of and has received answers from the Company concerning any of the information contained in the SEC Filings and any other information requested by the undersigned regarding the Merger, the Offering and the business and operations of the Company.

Subscriber's Acknowledgments. The Company has disclosed to me the Subscriber and the undersigned Subscriber understands that: (a) There is no present public market for the Preferred Stock and it is unlikely that a public market for the Preferred Stock will develop in the futureAN INVESTMENT IN THE COMPANY INVOLVES CONSIDERABLE RISKS NOT ASSOCIATED WITH OTHER INVESTMENTS, INCLUDING WITHOUT LIMITATION, THAT THE COMPANY IS AN EARLY-STAGE COMPANY, THE COMPANY WILL NEED ADDITIONAL FINANCING TO OPERATE IN THE SHORT AND LONG TERM, THE COMPANY IS DEPENDENT ON MANAGEMENT AND OTHER KEY PERSONNEL, THERE IS SIGNIFICANT COMPETITION FOR THE COMPANY’S PRODUCTS AND SERVICES, THE COMPANY HAS LIMITED MARKETING CAPABILITIES AND RESOURCES, THE COMPANY WILL DEPEND ON INTELLECTUAL PROPERTY TO COMPETE EFFECTIVELY AND THE COMPANY IS DEPENDENT ON NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL ADVANCES. (c) Due to the absence of a public market for the Preferred Stock: (i) the undersigned may not be able to liquidate this investment in the event of an unexpected need for cash; (ii) transferability of the Preferred Stock is extremely limited; and (iii) in the event of a disposition of the Preferred Stock, the undersigned could sustain the loss of all or part of his investment in the Preferred Stock. (db) The Preferred Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act of 1933”), or State state securities laws and, therefore, the Preferred Common Stock cannot be resold or transferred unless it is they are subsequently registered under the Securities Act of 1933 and applicable State state securities or "“Blue Sky" ” laws or exemptions from such registration are available. (ec) A legend summarizing the restrictions on the transfer of the Preferred Common Stock will be made placed on the Preferred Common Stock to be purchased by methe Subscriber. (fd) The Preferred Common Stock has not been registered under the Securities Act of 1933 in reliance upon an exemption under the provisions of that the Securities Act of 1933 which depends, in part, upon the investment intention of the purchaser. In this connection, the undersigned Subscriber understands that it is the position of the SEC Securities and Exchange Commission (the “SEC”) that the statutory basis for such exemption would not be present if the representation of the purchaser merely meant that its present intention was to hold such Preferred Common Stock for a short period, such as the capital gains period of the Internal Revenue Code, for a deferred sale, for a market rise, or for a sale if the market does not rise (assuming that a market develops) for a year, or for any other fixed period. The undersigned Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with this investment representation, and the SEC might regard such a sale or disposition as a deferred sale to which the exemption is not available. (g) An investment in the Company involves considerable risks not associated with other investments, including without limitation, the risks identified in the SEC Filings. (he) No Federal federal or State state agency has made any finding or determination as to the fairness of the investment, nor have they made any recommendation or endorsement concerning the Preferred Common Stock. (if) This Subscription Agreement is not revocable by the undersigned Subscriber and the undersigned Subscriber is submitting this Subscription Agreement intending to be legally bound thereby. (jg) The undersigned Subscriber acknowledges that he has reviewed the SEC Filings is not entitled to the extent he deemed necessary or advisable. The undersigned has had an opportunity any pre-emptive rights with respect to ask questions of and has received answers from the Company concerning any shares of the information contained in the SEC Filings and any other information requested by the undersigned regarding the Merger, the Offering and the business and operations capital stock of the Company, any options, warrants or other rights to subscribe for any shares of capital stock of the Company or any security convertible into or exchangeable for any shares of capital stock of the Company, and that his or her investment in the Common Stock could be subject to significant dilution.

Subscriber's Acknowledgments. The Company has disclosed to me the Subscriber and the undersigned Subscriber understands that: (a) There is no present AN INVESTMENT IN THE COMPANY INVOLVES CONSIDERABLE RISKS NOT ASSOCIATED WITH OTHER INVESTMENTS, INCLUDING WITHOUT LIMITATION, THAT THE COMPANY WILL NEED TO REORGANIZE ITS OPERATIONS, WILL NEED ADDITIONAL FINANCING TO OPERATE IN THE SHORT AND LONG TERM, THE COMPANY IS DEPENDENT ON MANAGEMENT AND OTHER KEY PERSONNEL, THE COMPANY PRODUCTS ARE EARLY STAGE MEDICAL PRODUCTS, THERE IS SIGNIFICANT COMPETITION FOR THE COMPANY’S PRODUCTS AND SERVICES, THE COMPANY HAS LIMITED MARKETING CAPABILITIES AND RESOURCES, THE COMPANY WILL DEPEND ON INTELLECTUAL PROPERTY TO COMPETE EFFECTIVELY, AND THE COMPANY IS DEPENDENT ON NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL ADVANCES. (b) The public market for the Preferred Common Stock is volatile and it limited, therefore the Subscribe should anticipate holding the Common Stock purchased hereunder for a considerable amount of time and there is unlikely no assurance that a public market for the Preferred Common Stock will develop be able to be sold in the futurepublic market. (c) Due to the absence of a substantial public market for the Preferred Common Stock: (i) the undersigned Subscriber may not be able to liquidate this investment in the event of an unexpected need for cash; (ii) transferability of the Preferred Common Stock is extremely limited; , and (iii) in the event of a disposition of the Preferred Common Stock, the undersigned Subscriber could sustain the loss of all or part of his investment in the Preferred Stocka loss. (d) The Preferred Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act of 1933”), or State state securities laws and, therefore, the Preferred Common Stock cannot be resold or transferred n the United States public markets unless it is the shares are subsequently registered under the Securities Act of 1933 and applicable State state securities or "“Blue Sky" ” laws or exemptions from such registration are available. (e) A legend summarizing relating to the restrictions on the transfer of the Preferred Common Stock will be made placed on the Preferred Common Stock to be purchased by methe Subscriber. (f) The Preferred Common Stock has not been registered under the Securities Act of 1933 in reliance upon an exemption under the provisions of that the Securities Act of 1933 which depends, in part, upon the investment intention of the purchaser. In this connection, the undersigned Subscriber understands that it is the position of the SEC Securities and Exchange Commission (the “SEC”) that the statutory basis for such exemption would not be present if the representation of the purchaser merely meant that its present intention was to hold such Preferred the Common Stock for a short period, such as the capital gains period of the Internal Revenue Code, for a deferred sale, for a market rise, or for a sale if the market does not rise (assuming that a market develops) for a year, or for any other fixed period. The undersigned Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with this investment representation, and the SEC might regard such a sale or disposition as a deferred sale to which the exemption is not available. (g) An investment in the Company involves considerable risks not associated with other investments, including without limitation, the risks identified in the SEC Filings. (h) No Federal federal or State state agency has made any finding or determination as to the fairness of the investment, nor have they made any recommendation or endorsement concerning the Preferred Common Stock. The Subscriber understands that the per share price is based on the then market price of the shares but that the market may not be an accurate means of measuring the value of a share and the overall value of the Company. (ih) This Subscription Agreement is not revocable by the undersigned Subscriber and the undersigned Subscriber is submitting this Subscription Agreement intending to be legally bound thereby. (ji) The undersigned Subscriber acknowledges that he has reviewed the SEC Filings or she is not entitled to the extent he deemed necessary or advisable. The undersigned has had an opportunity any preemptive rights with respect to ask questions of and has received answers from the Company concerning any shares of the information contained in the SEC Filings and any other information requested by the undersigned regarding the Merger, the Offering and the business and operations capital stock of the Company, any options, warrants or other rights to subscribe for any shares of capital stock of the Company or any security convertible into or exchangeable for any shares of capital stock of the Company, and that his or her investment in the Common Stock could be subject to significant dilution.

Subscriber's Acknowledgments. The Company has disclosed to me the Subscriber and the undersigned Subscriber understands that: (a) There is no present AN INVESTMENT IN THE COMPANY INVOLVES CONSIDERABLE RISKS NOT ASSOCIATED WITH OTHER INVESTMENTS, INCLUDING WITHOUT LIMITATION, THAT THE COMPANY WILL NEED TO REORGANIZE ITS OPERATIONS, WILL NEED ADDITIONAL FINANCING TO OPERATE IN THE SHORT AND LONG TERM, THE COMPANY IS DEPENDENT ON MANAGEMENT AND OTHER KEY PERSONNEL, THE COMPANY PRODUCTS ARE EARLY STAGE MEDICAL PRODUCTS, THERE IS SIGNIFICANT COMPETITION FOR THE COMPANY’S PRODUCTS AND SERVICES, THE COMPANY HAS LIMITED MARKETING CAPABILITIES AND RESOURCES, THE COMPANY WILL DEPEND ON INTELLECTUAL PROPERTY TO COMPETE EFFECTIVELY, AND THE COMPANY IS DEPENDENT ON NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL ADVANCES. (b) The public market for the Preferred Common Stock is volatile and it limited, therefore the Subscriber should anticipate holding the Common Stock purchased hereunder for a considerable amount of time and there is unlikely no assurance that a public market for the Preferred Stock Portage Shares will develop be able to be sold in the futurepublic market. (c) Due to the absence of a substantial public market for the Preferred Common Stock: (i) the undersigned Subscriber may not be able to liquidate this investment in the event of an unexpected need for cash; (ii) transferability of the Preferred Stock Portage Shares is extremely limited; , and (iii) in the event of a disposition of the Preferred StockPortage Shares, the undersigned Subscriber could sustain the loss of all or part of his investment in the Preferred Stocka loss. (d) The Preferred Stock Subscriber can bear the economic risk of losing its, his or her entire investment in the Portage Shares. The Subscriber is prepared to bear the economic risk of this investment for an indefinite time. (e) The Subscriber has adequate means of satisfying the Subscriber’s short term needs for cash and has no present need for liquidity which would require the Subscriber to sell the Portage Shares. (f) The Portage Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act of 1933”), or State state securities laws and, therefore, the Preferred Stock Portage Shares cannot be resold or transferred in the United States public markets unless it is the shares are subsequently registered under the Securities Act of 1933 and applicable State state securities or "“Blue Sky" ” laws or exemptions from such registration are available. (eg) A legend summarizing relating to the restrictions on the transfer of the Preferred Stock Portage Shares will be made placed on the Preferred Common Stock to be purchased by methe Subscriber. (fh) The Preferred Stock has Portage Shares have not been registered under the Securities Act of 1933 in reliance upon an exemption under the provisions of that the Securities Act of 1933 which depends, in part, upon the investment intention of the purchaser. In this connection, the undersigned Subscriber understands that it is the position of the SEC Securities and Exchange Commission (the “SEC”) that the statutory basis for such exemption would not be present if the representation of the purchaser merely meant that its present intention was to hold such Preferred Stock the Portage Shares for a short period, such as the capital gains period of the Internal Revenue Code, for a deferred sale, for a market rise, or for a sale if the market does not rise (assuming that a market develops) for a year, or for any other fixed period. The undersigned Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with this investment representation, and the SEC might regard such a sale or disposition as a deferred sale to which the exemption is not available. (gi) An investment The Subscriber understands that because of its ownership position in the Company involves considerable risks not associated with other investmentsCompany, including without limitationit is an “affiliate” of the Company, as that term is defined in Regulation D, promulgated under the Securities Act of 1933. Therefore, the risks identified in Subscriber understands that there are substantial legal restrictions on its ability to dispose of the SEC FilingsPortage Shares and other reporting requirements under the United States federal securities laws. (hj) No Federal federal or State state agency has made any finding or determination as to the fairness of the investment, nor have they made any recommendation or endorsement concerning the Preferred StockPortage Shares. The Subscriber understands that the per share price is based on the then market price of the shares but that the market may not be an accurate means of measuring the value of a share and the overall value of the Company. (ik) This Subscription Agreement is not revocable by the undersigned Subscriber and the undersigned Subscriber is submitting this Subscription Agreement intending to be legally bound thereby. (jl) The undersigned Subscriber acknowledges that he has reviewed the SEC Filings or she is not entitled to the extent he deemed necessary or advisable. The undersigned has had an opportunity any preemptive rights with respect to ask questions of and has received answers from the Company concerning any shares of the information contained in the SEC Filings and any other information requested by the undersigned regarding the Merger, the Offering and the business and operations capital stock of the Company, any options, warrants or other rights to subscribe for any shares of capital stock of the Company or any security convertible into or exchangeable for any shares of capital stock of the Company, and that its, his or her investment in the Portage Shares could be subject to significant dilution.

Subscriber's Acknowledgments. The Company Corporation has disclosed to me the Subscriber and the undersigned Subscriber understands that: (a) AN INVESTMENT IN THE CORPORATION INVOLVES CONSIDERABLE RISKS NOT ASSOCIATED WITH OTHER INVESTMENTS, INCLUDING WITHOUT LIMITATION, THAT THE CORPORATION IS AN EARLY-STAGE CORPORATION, THE CORPORATION WILL NEED ADDITIONAL FINANCING TO OPERATE IN THE SHORT AND LONG TERM, THE CORPORATION IS DEPENDENT ON MANAGEMENT AND OTHER KEY PERSONNEL, THERE IS SIGNIFICANT COMPETITION FOR THE CORPORATION’S PRODUCTS AND SERVICES, THE CORPORATION HAS LIMITED MARKETING CAPABILITIES AND RESOURCES, THE CORPORATION WILL DEPEND ON INTELLECTUAL PROPERTY TO COMPETE EFFECTIVELY AND THE CORPORATION IS DEPENDENT ON NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL ADVANCES. (b) There is no present public market for the Preferred Common Stock and it is unlikely that a public market for the Preferred Common Stock will develop in the future. (c) Due to the absence of a public market for the Preferred Common Stock: (i) the undersigned Subscriber may not be able to liquidate this investment in the event of an unexpected need for cash; (ii) transferability of the Preferred Common Stock is extremely limited; limited and (iii) in the event of a disposition of the Preferred Common Stock, the undersigned Subscriber could sustain the loss of all or part of his investment in the Preferred Stocka loss. (d) The Preferred Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act of 1933”), or State state securities laws and, therefore, the Preferred Common Stock cannot be resold or transferred unless it is they are subsequently registered under the Securities Act of 1933 and applicable State state securities or "“Blue Sky" ” laws or exemptions from such registration are available. (e) A legend summarizing the restrictions on the transfer of the Preferred Common Stock will be made placed on the Preferred Common Stock to be purchased by methe Subscriber. (f) The Preferred Common Stock has not been registered under the Securities Act of 1933 in reliance upon an exemption under the provisions of that the Securities Act of 1933 which depends, in part, upon the investment intention of the purchaser. In this connection, the undersigned Subscriber understands that it is the position of the SEC Securities and Exchange Commission (the “SEC”) that the statutory basis for such exemption would not be present if the representation of the purchaser merely meant that its present intention was to hold such Preferred Common Stock for a short period, such as the capital gains period of the Internal Revenue Code, for a deferred sale, for a market rise, or for a sale if the market does not rise (assuming that a market develops) for a year, or for any other fixed period. The undersigned Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with this investment representation, and the SEC might regard such a sale or disposition as a deferred sale to which the exemption is not available. (g) An investment in the Company involves considerable risks not associated with other investments, including without limitation, the risks identified in the SEC Filings. (h) No Federal federal or State state agency has made any finding or determination as to the fairness of the investment, nor have they made any recommendation or endorsement concerning the Preferred Common Stock. (ih) This Subscription Agreement is not revocable by the undersigned Subscriber and the undersigned Subscriber is submitting this Subscription Agreement intending to be legally bound thereby. (ji) The undersigned Subscriber acknowledges that he has reviewed the SEC Filings or she is not entitled to the extent he deemed necessary or advisable. The undersigned has had an opportunity any pre-emptive rights with respect to ask questions of and has received answers from the Company concerning any shares of the information contained capital stock of the Corporation, any options, warrants or other rights to subscribe for any shares of capital stock of the Corporation or any security convertible into or exchangeable for any shares of capital stock of the Corporation, and that his or her investment in the SEC Filings and any other information requested by the undersigned regarding the Merger, the Offering and the business and operations of the CompanyCommon Stock could be subject to significant dilution.