Common use of Subscription Procedure Clause in Contracts

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 30, 2006, unless extended by the Company, KGE and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7, 2006. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇ 1.7 The Company and/or KGE may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 (a) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a an aggregate purchase price of $1.60 per Share as set forth on the Signature Page (the “Purchase PriceSubscription Funds”). The Company agrees A minimum of $10,000 of Units must be purchased by the Purchaser, unless a lower amount is agreed to sell such Shares to by the Subscriber for the Purchase PriceCompany, in its sole discretion. 1.2 (b) The subscription period will begin as of August June 21, 2006 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Pacific Standard Time on September 21, 2017 (the “Offering Period”), which may be extended until October 3021, 2006, unless extended by 2017 at the Company, KGE and sole discretion of the Placement Agent (as defined below) for up to an additional 90 days Company (the “Termination Date”). The Shares Units will be offered on for a “best efforts” basis maximum of $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum Memorandum, dated June 21, 2017, and any supplements thereto (the “Offering Private Placement Memorandum”) which shall supersede (subject to the Company’s right to increase the Offering amount to $3,000,000 in its entirety that Executive Summary dated September 7, 2006sole discretion and without notice to the investors in the Offering). The final Offering Memorandum will be provided to Subscribers in Subscriber hereby acknowledges receipt of the Offering no later than two days prior to the Termination DatePrivate Placement Memorandum. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Private Placement Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”c) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock Shares, Class A Warrants, Class B Warrants and Class C Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty ten (3010) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities Securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attachednext to each Subscriber’s signature. 1.6 (d) The Purchase Price for the Shares purchased hereunder Subscriber shall be paid by certified check, payable submit to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a 3rd-party verification service, all documents and information necessary for ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to affirm Subscriber’s accreditation status. 1.7 (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company and/or KGE mayshall take up the Subscription Funds (a “Closing” and the date of such Closing, in their sole discretion, reject any subscription, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or terminate or withdraw offset, and this Agreement will continue in full force and effect to the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscriptionextent this Agreement was accepted.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares Units as is set forth upon the signature page hereof at a price of $1.60 5.50 per Share Unit (the “Purchase Price”). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below. 1.2 The subscription period will begin as of August 21, 2006 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 30December 17, 20062018, unless extended on one or more occasions for up to an additional ninety (90) days by the Company, KGE Board of Directors of the Company and the Placement Agent (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares Units will be offered on a “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated September 717, 20062018. The final Offering Memorandum will be provided to Subscribers in minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to accept a lesser amount. There is no later than two days minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the Termination Datereceipt of the Maximum Offering Amount of $6,050,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares the Units will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇Signature Bank, Esq. as escrow agentagent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over released to the Company at one or more Closings. Such funds will be held for the closing of Subscriber’s benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the purchase of the Shares in Company, or the Offering (is terminated pursuant to its terms or by the “Company or the Placement Agent prior to the any Closing”) to occur on the Closing Date. 1.5 The certificates for Certificates representing the Common Stock Shares and the Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A. 1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ the Escrow Agent pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇Number: Payable to: Mailed to: 1.7 The Company and/or KGE or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a price of $1.60 0.75 per Share Unit (the “"Purchase Price”"). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21March 8, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October April 30, 2006, unless extended by the Company, KGE and the Placement Agent (as defined below) for up to an additional 90 days (the “"Termination Date”"). The Shares Units will be offered on a “"best efforts” " basis as more particularly set forth in a the Confidential Private Placement Memorandum dated March 2006 and any supplements thereto (the “"Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7, 2006"). The final Offering Memorandum will minimum dollar amount of Units that may be provided to Subscribers in purchased by the Offering no later than two days prior to Subscriber is $30,000 unless Ironclad and the Termination DateCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares Units will be made by WestPark CapitalBrean Murray, Carret & Co., and GP Group, LLC, an ▇▇▇▇▇▇▇▇▇ ▇▇ Gemini Partners, Inc. (the “"Placement Agent”Agents"), which each of whom will receive certain compensation therefore therefor as will be provided in their Engagement Agreements, which are more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement AgentAgents, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. American Stock Transfer Corporation as escrow agentagent (the "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Shares Units in the Offering (the “"Closing”") to occur on the Closing Date. 1.5 The certificates for the Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional American Stock Transfer Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ American Stock Transfer Corporation pursuant to the following instructions: Law Offices of Bank Name: JP Morgan Chase Bank ABA Routing No.: 021-▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇-▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇No. 323-213251 Account Name: American Stock Transfer & Trust Company - as agent for Ironclad Performance Wear Corporation 1.7 The Company and/or KGE Ironclad may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 0.25 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21, 2006 the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Local Time on October June 30, 20062008, unless terminated earlier or extended by the Company, KGE and the Placement Agent (as defined below) Company for up to an additional 90 30 days (the “Termination DateOffering Period”). The Shares will be offered on a “best efforts” minimum/maximum basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7, 2006Registration Statement. The final Offering Memorandum will minimum dollar amount of Shares that may be provided purchased by the Subscriber is $1,250 unless the Company elects to Subscribers in waive the Offering no later than two days prior to the Termination Daterequirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occurthis Agreement. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and between Company and its escrow agent (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent), and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering pursuant to this Agreement (the “Closing”) to occur on the Closing Date). 1.5 1.4 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty twenty (3020) days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities Shares to be issued to such the Subscriber pursuant to this Subscription Agreement and delivered to the residential or business address indicated in on the Investor Questionnairesignature page hereof. 1.5 This executed Subscription Agreement shall be forwarded to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Synergy Law Group, as attached.LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, check or by wire transfer (instructions available upon request) to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇Title Starts Online, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇Inc. 1.7 The Company and/or KGE may, in their its sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscriptionClosing.

Subscription Procedure. 1.1 (a) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a purchase price of $1.60 0.03 per Share share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase PricePrice (the “Offering”). 1.2 (b) The subscription period will begin as of August 21October 22, 2006 2013, and will terminate (if the Closing Date closing date has not earlier occurred) at 5:00 PM Eastern Standard Time on October November 30, 20062013, unless extended by the Company, KGE and the Placement Agent (as defined below) for up to an additional 90 days Company (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7, 2006). The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”c) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock shares bearing the name of the Subscriber will be delivered by the Company no later than thirty sixty (3060) days following the Closing Dateclosing date. The Subscriber hereby authorizes and directs the Company to deliver the securities Shares to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, attached hereto as attached.Exhibit A. 1.6 (d) The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agentNatural Gas Fueling and Conversion Inc., or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account Name: Natural Gas Fueling and Conversion Inc. Bank: ________________________________ Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇: ________________________________ Routing #: ________________________________ 1.7 (e) The Company and/or KGE mayCompany, in their its sole discretion, may reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the The Company nor the Placement Agent shall be is not required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares Units as is set forth upon the signature page hereof at a price of $1.60 5.50 per Share Unit (the “Purchase Price”). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below. 1.2 The subscription period will begin as of August 21, 2006 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 30February 20, 20062020, unless extended on one or more occasions for up to an additional one hundred and eighty (180) days by the Company, KGE and Board of Directors of the Placement Agent Company (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares Units will be offered on a “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary ), dated September 7August 22, 20062019. The final Offering Memorandum will be provided to Subscribers in minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to accept a lesser amount. There is no later than two days minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the Termination Datereceipt of the Maximum Offering Amount of $30,250,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant sent directly to an escrow agreement the Company separate Bank of America Bank Account for this Offering (the “Escrow AgreementOffering Bank Account”) by and among the Placement Agent), the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and funds shall be paid over transmitted directly to the Company at each Closing(s). Funds will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the closing of Company, or the purchase of Offering is terminated pursuant to its terms or by the Company prior to the any Closing. 1.4 Certificates representing the Shares in and the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A. 1.6 1.5 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices Beneficiary NYIAX Bank of ▇▇▇▇▇ ▇. ▇▇▇▇▇America Client Name: NYIAX Inc Client Contact: Account Number: ACH Rou_ng#: Wire Rou_ng#: State Name: New York (NY) Payable to: NYIAX, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of Inc. Mailed to: All checks which are mailed must be sent by overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇Company. 1.7 1.6 The Company and/or KGE may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. Neither If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. The Company nor the Placement Agent shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 0.25 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21, 2006 the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Local Time on October 30August 29, 20062008, unless terminated earlier or extended by the Company, KGE Company in its sole and the Placement Agent (as defined below) for up to an additional 90 days absolute discretion (the “Termination DateOffering Period”). The Shares will be offered on a “best efforts” minimum/maximum basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7, 2006Registration Statement. The final Offering Memorandum will minimum dollar amount of Shares that may be provided purchased by the Subscriber is $1,250 unless the Company elects to Subscribers in waive the Offering no later than two days prior to the Termination Daterequirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occurthis Agreement. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and between Company and its escrow agent (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent), and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering pursuant to this Agreement (the “Closing”) to occur on the Closing Date). 1.5 1.4 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty twenty (3020) days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities Shares to be issued to such the Subscriber pursuant to this Subscription Agreement and delivered to the residential or business address indicated in on the Investor Questionnairesignature page hereof. 1.5 This executed Subscription Agreement shall be forwarded to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Synergy Law Group, as attached.LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, check or by wire transfer (instructions available upon request) to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇Title Starts Online, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇Inc. 1.7 The Company and/or KGE may, in their its sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscriptionClosing.

Subscription Procedure. 1.1 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares as is set forth upon the signature page hereof at a price of $1.60 0.50 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 1.2. The subscription period will begin as of August 21, 2006 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 30August 31, 20062024, unless extended on one or more occasions for up to an additional thirty (30) days by the Company, KGE and Board of Directors of the Placement Agent Company (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandumeffort”) which shall supersede in its entirety that Executive Summary dated September 7, 2006. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days prior to the Termination Date. The consummation minimum investment per subscription of the Offering is $1,000, subject to the satisfaction of Company’s right to accept a lesser amount. There is no minimum number of conditions Shares that must be sold to be further described in close the Offering Memorandum, Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the receipt of which conditions the Maximum Offering Amount of $1,500,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may not occur. 1.3 Placement be increased up to the Over-Subscription Amount in the discretion of Shares will be made by WestPark Capital, Inc. the Company (the “Placement AgentOver-Subscription”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 1.3. The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over sent directly to the Company at the closing of the purchase of the Shares in the Bank Account for this Offering (the “ClosingOffering Bank Account”) described in 1.5 below. Funds will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to occur on its terms or by the Closing DateCompany prior to the any Closing. 1.5 The certificates for 1.4. Certificates representing the Common Stock Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A. 1.6 1.5. The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of By wire transfer: Beneficiary: Vertical Data Inc. Choice Financial Group Client (Beneficiary) Name: Vertical Data Inc. Client Contact: D▇▇▇▇ ▇▇▇▇ Account Number: 202424389400 ACH Routing#: Wire Routing#: 0▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇Bank Address: 4▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # Beneficiary Address: 9▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ All checks which are mailed must be sent by overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the Company. 1.7 1.6. The Company and/or KGE may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. Neither If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. The Company nor the Placement Agent shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 0.90 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21July 14, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 30August 11, 2006, unless extended by the Company, KGE Kunming and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede supercede in its entirety that Executive Summary dated September 7July 14, 2006. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two five days prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore therefor as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. a Professional Corporation as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇ 1.7 The Company and/or KGE Kunming may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 1.80 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21June 23, 2006 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October August 30, 20062008, unless extended by the Company, KGE Niveous and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7June 12, 20062008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 7682761510 ABA # ▇1▇▇▇▇▇▇▇▇ 1.7 The Company and/or KGE Niveous may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Shares as is set forth upon the signature page hereof at a price of $1.60 0.50 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 1.2. The subscription period will begin as of August 21, 2006 the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 30August 31, 20062024, unless extended on one or more occasions for up to an additional thirty (30) days by the Company, KGE and Board of Directors of the Placement Agent Company (as defined below) for up to an additional 90 days in their joint discretion (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandumeffort”) which shall supersede in its entirety that Executive Summary dated September 7, 2006. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days prior to the Termination Date. The consummation minimum investment per subscription of the Offering is $1,000, subject to the satisfaction of Company’s right to accept a lesser amount. There is no minimum number of conditions Shares that must be sold to be further described in close the Offering Memorandum, Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the receipt of which conditions the Maximum Offering Amount of $1,500,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may not occur. 1.3 Placement be increased up to the Over-Subscription Amount in the discretion of Shares will be made by WestPark Capital, Inc. the Company (the “Placement AgentOver-Subscription”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 1.3. The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over sent directly to the Company at the closing of the purchase of the Shares in the Bank Account for this Offering (the “ClosingOffering Bank Account”) described in 1.5 below. Funds will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to occur on its terms or by the Closing DateCompany prior to the any Closing. 1.5 The certificates for 1.4. Certificates representing the Common Stock Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as attached.Exhibit A. 1.6 1.5. The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of By wire transfer: Beneficiary: Vertical Data, Inc. Choice Financial Group Client (Beneficiary) Name: Vertical Data Inc. Client Contact: D▇▇▇▇ ▇▇▇▇ Account Number: 202424389400 ACH Routing#: Wire Routing#: 0▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇Bank Address: 4▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # Beneficiary Address: 9▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ All checks which are mailed must be sent by overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the Company. 1.7 1.6. The Company and/or KGE may, in their sole discretion, reject any subscription, in whole or in part. The Company may, or in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing Closing in relation thereto. Neither If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. The Company nor the Placement Agent shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 1.10 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 211, 2006 2007 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October September 30, 20062007, unless extended by the Company, KGE Highpower and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7July 17, 20062007. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇ 1.7 The Company and/or KGE Highpower may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 1.10 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21, 2006 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 3031, 20062008, unless extended by the Company, KGE Podium and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7August 19, 20062008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇1 W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 9371477226 ABA # ▇1▇▇▇▇▇▇▇▇ 1.7 The Company and/or KGE Podium may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a price of $1.60 0.75 per Share Unit (the “"Purchase Price”"). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21March 8, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October April 30, 2006, unless extended by the Company, KGE and the Placement Agent (as defined below) for up to an additional 90 days (the “"Termination Date”"). The Shares Units will be offered on a “"best efforts” " basis as more particularly set forth in a the Confidential Private Placement Memorandum dated March 2006 and any supplements thereto (the “"Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7, 2006"). The final Offering Memorandum will minimum dollar amount of Units that may be provided to Subscribers in purchased by the Offering no later than two days prior to Subscriber is $30,000 unless Ironclad and the Termination DateCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares Units will be made by WestPark CapitalBrean Murray & Co., Inc an▇ GP Group, LLC, an affiliate of Gemini Partners, Inc. (the “"Placement Agent”Agents"), which each of whom will receive certain compensation therefore therefor as will be provided in their Engagement Agreements, which are more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement AgentAgents, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. American Stock Transfer Corporation as escrow agentagent (the "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Shares Units in the Offering (the “"Closing”") to occur on the Closing Date. 1.5 The certificates for the Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional American Stock Transfer Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ American Stock Transfer Corporation pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ Name: JP Morgan Chase Bank ABA Routing No.: 021-000-021 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ No. [________________] Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇Name: American Stock Transfer & Trust Company - Europa Trade Agency Ltd. Escrow Account 1.7 The Company and/or KGE Ironclad may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 (a) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a an aggregate purchase price of $1.60 per Share as set forth on the Signature Page (the “Purchase PriceSubscription Funds”). The Company agrees A minimum of $10,000 of Shares must be purchased by the Purchaser, unless a lower amount is agreed to sell such Shares to by the Subscriber for the Purchase PriceCompany, in its sole discretion. 1.2 (c) The subscription period will begin as of August 21__, 2006 2018_, and will terminate (if the Closing Date has not earlier occurred) on the sooner to occur of the sale of the Maximum offering Amount (as defined in the Private Placement Memorandum), at 5:00 PM Eastern Pacific Standard Time on October 30December 1, 20062018 which may be extended until December 31, unless extended by 2018 at the Company, KGE and sole discretion of the Placement Agent (as defined below) for up to an additional 90 days Company (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (, unless terminated sooner by the “Offering Memorandum”) which shall supersede Company in its entirety that Executive Summary dated September 7, 2006. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days prior to the Termination Datediscretion. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Private Placement Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”d) by and among the Placement Agent, the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company shall submit to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a 3rd-party verification service, all documents and information necessary for ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to affirm Subscriber’s accreditation status. 1.7 (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit A attached hereto and made a part hereof. All net proceeds will be immediately available for use by the Company. subscribers may not revoke their subscriptions, which the Company and/or KGE maywill accept on a rolling basis. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, in their sole discretionthe Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, reject any subscription, the “Closing Date”) and issue to the Subscriber such number of Shares represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Securities hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or terminate or withdraw offset, and this Agreement will continue in full force and effect to the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscriptionextent this Agreement was accepted.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $1.60 per Share (the “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21December 9, 2006 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on October 30February 10, 20062009, unless extended by the Company, KGE World Orient and the Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7December 9, 20062008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days one (1) day prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and ▇D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Common Stock Shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by wire transfer to Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the following instructions: Law Offices of ▇D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇W▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇L▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 9371471510 ABA # ▇1▇▇▇▇▇▇▇▇ 1.7 The Company and/or KGE World Orient may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares Units as is set forth upon the signature page hereof at a price of $1.60 3.33 per Share Unit (the “"Purchase Price”"). The Company agrees to sell such Shares Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21October 1, 2006 2004 and will terminate (if the Closing Date has not earlier occurred) at 5:00 5 PM Eastern Standard Time on October 30November 5, 20062004, unless extended by the Company, KGE Dyadic and the Placement Agent Agents (as defined below) for up to an additional 90 days (the “"Termination Date”"). The Shares Units will be offered on a “"best efforts” " basis as more particularly set forth in a the Confidential Private Placement Offering Memorandum dated October, 2004 and any supplements thereto (the “"Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated September 7, 2006"). The final Offering Memorandum will minimum dollar amount of Units that may be provided to Subscribers in purchased by the Offering no later than two days prior to Subscriber is $25,000 unless Dyadic and the Termination DateCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares Units will be made by WestPark Capital[redacted names of Placement Agents] (collectively, Inc. (the “"Placement Agent”Agents"), which will receive certain compensation therefore therefor as will be provided in that certain Engagement Agreement, dated June 15 2004, between the Placement Agents and Dyadic and which is more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement AgentAgents, the Company Company, and ▇▇▇▇▇ ▇▇▇▇▇, Esq. McGuireWoods LLP as escrow agent, agent (the "Escrow Agreement") and shall be paid over to the Company at the closing of the purchase of the Shares Units in the Offering (the “"Closing”") to occur on the Closing Date. 1.5 The certificates for the Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than thirty fifteen (3015) days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares Units purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional CorporationMcGuireWoods LLP, as escrow agent, or by wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ McGuireWoods LLP pursuant to the following instructions: Law Offices of BANK OF AMERICA - Jacksonville, FL ABA: 026009593 (Domestic Wires) Swift Code: BOFAUS3N (International Wi▇▇▇▇▇ ▇. ) Credit: McGuireWoods LLP IOLTA Account Account Number: [redacted account number] Reference: (Louis W. Zehil / 2041649-0▇▇▇▇▇, a Professional Corporation ) [redacted name of Placement Agent]-Dyadic Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Stars ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇Escrow 1.7 The Company and/or KGE and Dyadic may, in their sole discretion, reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the any Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.