Common use of Understandings Clause in Contracts

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 above, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering offering for investment nor or any recommendations or endorsement of the Common Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinAct. 8.4 It is understood that in order not to jeopardize the Offeringoffering's exempt status under Section 4(2) of the Securities Act and Regulation DAct, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering offering for investment nor any recommendations or endorsement of the Common Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 It is understood that in order not to jeopardize the Offeringoffering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. The Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) The Subscriber hereby acknowledges and agrees that upon notice that, subject to the terms and conditions of acceptance from the Company pursuant to Section 1.3this Agreement, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 aboveapplicable Law, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Disclosure Documents or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (c) The Backstop Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderregistration, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 It (d) There is understood only a limited public market for the Ordinary Shares. There can be no assurance that in order not a Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunderShares. 8.5 No person or entity acting on behalf, or under (e) The representations and warranties of the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the consummation of each offering of the Backstop Shares and issuance of the Subscriber Earnout Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part representation and warranties and all agreements of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharestransactions contemplated hereby.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company as followsthat: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 above, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No (a) no federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Pubco Common Shares.Stock; 8.3 The Offering (b) this offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderAct, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber the undersigned herein.; 8.4 (c) the Pubco Common Stock are "restricted securities" in the U.S. under the Securities Act. There can be no assurance that the undersigned will be able to sell or dispose of the Pubco Common Stock. It is understood that in order not to jeopardize the Offeringthis offering's exempt status under Section 4(2) of the Securities Act and Regulation DAct, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder.; 8.5 No person or entity acting on behalf, or under (d) the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date of such Subscription date the Pubco Common Stock is acquired as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharessuch date; and (e) THE PUBCO COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber Each of the Purchasers understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3(1) No federal, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law state or as permitted under Section 6.1 above, Subscriber is not entitled to cancel, terminate foreign agency or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency authority has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, the Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. 8.3 (2) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section Sections 4(2) and 4(6) of the Securities Act and the provisions of Rule 506 of Regulation D and the provisions of Regulation S thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser herein and in the Purchaser Questionnaire. 8.4 (3) Notwithstanding the piggy-back registration rights provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act Act, Regulation D and Regulation DS, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf(4) The Securities purchased hereunder by any Purchaser who is not a US Person under Regulation S are subject to the conditions listed under Section 903(b)(3), or under the authorityCategory 3, of Subscriber is or will Regulation S. Under Category 3, Offering Restrictions (as defined under Regulation S) must be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers place in connection with the Offeringoffering and additional restrictions are imposed on resales of the Securities as described below. Prior to six months after the later of (1) the time when the Securities are first offered to persons other than distributors in reliance upon Regulation S or (2) the date of closing of the Offering (the "Compliance Period"), each Purchaser who is confidential not a US Person: (a) certifies that it is not a US Person and nonpublic is not acquiring the securities for the account or benefit of any US Person or is a US Person who purchased securities in a transaction that did not require registration under the Securities Act; (b) agrees to resell such Securities only in accordance with the provisions of Rule 144 (if available) or Regulation S, or pursuant to registration under the Securities Act, and agrees to not engage in hedging transactions with regard to the Securities, directly or indirectly, unless in compliance with the Securities Act; (c) acknowledges that all such written information which the Purchaser has been notified that it is material subject to the same restrictions on offers and not yet publicly disseminated by sales that apply to a distributor; (d) agrees that the Company shall will be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed required to refuse to register any third party, except Subscriber's legal and other advisers who shall be advised transfer of the confidential nature Securities not made in accordance with the provisions of such information, for any reason; provided, however, that this obligation shall not apply to any such information that Rule 144 (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provisionif available) or Regulation S, or pursuant to registration under the Securities Act; and (iiie) any certificates evidencing the Securities will contain a legend to the effect that transfer is received from third parties (prohibited except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into accordance with the Company). The representations, warranties and agreements of Subscriber and restrictions set forth in (b) above during the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesCompliance Period.

Understandings. Subscriber Each of the Purchasers understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) The Company may terminate this Offering or reject any subscription at any time prior to the relevant Closing in its sole discretion. The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or either of the Placement Agents to accept any subscription or complete the Offering. (2) The Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe Purchaser, and that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that if the Purchaser is an individual this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency or authority has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common Shares. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser herein and in the Purchaser Questionnaire. 8.4 (5) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. It is understood that prior to the earlier to occur of the effective date of the Registration Statement required to be filed pursuant to Section E(3)(a) or the first anniversary of the Closing Date, in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The Purchaser acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Offering is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by about the Company Offering shall be kept in confidence by Subscriber the Purchaser until the public announcement of the Offering by the Company on or about the Closing. (7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser's use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company's securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for the terms of the Offering Documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither used the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers, either of the Placement Agents or their respective agents or counsel with any information that constitutes material, non-public information. (8) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by Subscriber for Subscriber's personal benefit the Company (other than in connection with this Subscriptionwhich the Company has represented to the Placement Agents will occur as soon as practicable following the Closing), nor disclosed the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any third party, except Subscriber's legal and other advisers who exercise price adjustments scheduled to take effect in the future) shall be advised of the confidential nature of deemed to be held long by such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesPurchaser.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 above, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment investment, nor any recommendations or endorsement of the Common Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's’s, finder's ’s or similar fee or commission in connection with this Subscription. The Subscriber acknowledges and agrees, however, that Global Hunter Securities, LLC is acting as the Placement Agent for this private placement and will receive a cash fee that is equal to five percent (5%) of the total amount raised, such fee being payable by the Company. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's ’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's ’s legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who who, to the knowledge of the Subscriber, disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). Following the filing of the Form 8-K pursuant to Section 4.1(m) herein, the Subscriber will not be in possession of any non-public information with respect to the Company. 8.7 The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares. 8.8 IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Understandings. Each Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) Such Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by such Subscriber, that, except as required by law or as permitted under Section 6.1 aboveLaw, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death death, disability, liquidation or disability dissolution of such Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her his/her/its heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Disclosure Documents or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 (c) The Offering offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderAct, which is in part dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein. 8.4 It (d) There is understood only a limited public market for the Common Stock and there is no public market for the Sponsor Warrants. There can be no assurance that in order not such Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation DSecurities. (e) In the event that the Merger is not completed by February 5, any transferee may2018, at a minimum, the Company will be required to fulfill the investor suitability requirements thereunderliquidate and to cease its activities. 8.5 No person or entity acting on behalf, or under the authority, (f) The representations and warranties of such Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the consummation of each offering of the Subject Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part of the public knowledge or literature representation and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and all agreements of such Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharestransactions contemplated hereby.

Understandings. The Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion, at any time before the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned’s Subscription. The Company may terminate this Offering at any time in its sole discretion. The execution of this Agreement or solicitation of the investment contemplated hereby, shall create no obligation of the Company to accept any subscription or complete the Offering. (b) Except as set forth in Section 7(a) above, the Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (c) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Memorandum or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 (e) There is only a limited public market for the Common Stock. There can be no assurance that the Subscriber will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 (f) The Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Memorandum is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by the Subscriber and neither used by Subscriber for the Subscriber's ’s personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereofliterature, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). In addition, the Subscriber may disclose any information as may be required by law or applicable legal process; provided, however, to the extent permitted by law or applicable legal process, the Subscriber shall provide the Company at least five business days prior written notice before making any such disclosure. (g) The representations, warranties and agreements of the Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the Closing Date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 10.1 The parties hereby acknowledges acknowledge and agrees that agree that, except as otherwise noted herein, upon acceptance from the Company, and in the case of Subscriber, upon notice of acceptance from the Company pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriberthe parties, that, except as required by law or as permitted under Section 6.1 above, Subscriber is the parties are not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the parties hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 10.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesShares and Warrants. 8.3 10.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 10.4 It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 10.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's’s, finder's ’s or similar fee or commission in connection with this Subscription. 8.6 10.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's ’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's ’s legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesShares and Warrants.

Understandings. Each Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) Such Subscriber hereby acknowledges and agrees that upon notice that, subject to the terms and conditions of acceptance from the Company pursuant to Section 1.3this Agreement, the Subscription subscription hereunder is irrevocable by such Subscriber, that, except as required by law or as permitted under Section 6.1 aboveLaw, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of such Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Disclosure Documents or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (c) The Common Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderregistration, which is in part dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein. 8.4 It (d) There is understood only a limited public market for the Common Stock. There can be no assurance that in order not a Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunderShares. 8.5 No person or entity acting on behalf, or under the authority, (e) The representations and warranties of such Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the consummation of each offering of the Subject Common Shares and issuance of the Utilization Fee Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part of the public knowledge or literature representation and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and all agreements of such Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharestransactions contemplated hereby.

Understandings. Each Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) Such Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by such Subscriber, that, except as required by law or as permitted under Section 6.1 aboveLaw, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death death, disability, liquidation or disability dissolution of such Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her his/her/its heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Disclosure Documents or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 (c) The Offering offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderAct, which is in part dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein. 8.4 It (d) There is understood only a limited public market for the Common Stock and there may be no public market for the Warrants. There can be no assurance that in order not such Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation DSecurities. (e) In the event that the Merger or an alternative initial business combination is not completed by July 8, any transferee may2018, at a minimum, the Company will be required to fulfill the investor suitability requirements thereunderliquidate and to cease its activities. 8.5 No person or entity acting on behalf, or under the authority, (f) The representations and warranties of such Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the consummation of each offering of the Subject Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part of the public knowledge or literature representation and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and all agreements of such Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharestransactions contemplated hereby.

Understandings. Subscriber Each of the Purchasers understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) The Company may terminate this Offering or reject any subscription at any time in its sole discretion. The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. (2) The Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe Purchaser, and that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that if the Purchaser is an individual this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency or authority has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser herein and in the Purchaser Questionnaire. 8.4 (5) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The Purchaser acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Offering is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by about the Company Offering shall be kept in confidence by Subscriber the Purchaser until the public announcement of the Offering by the Company. (7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser's use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company's securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for the terms of the transaction documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither used the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (8) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by Subscriber the Company (which the Company has represented to the Placement Agent will occur as soon as practicable following the Company's acceptance of the subscriptions for Subscriber's personal benefit (other than Securities in connection with this SubscriptionAgreement), nor disclosed the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any third party, except Subscriber's legal and other advisers who exercise price adjustments scheduled to take effect in the future) shall be advised of the confidential nature of deemed to be held long by such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesPurchaser.

Understandings. Subscriber Investor understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 6.1 Investor hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription Offering hereunder is irrevocable by SubscriberInvestor, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber Investor is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber Investor and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber Investor is more than one person, the obligations of Subscriber Investor hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 6.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesUnits. 8.3 The Offering is intended 6.3 There can be no assurance that Investor will be able to be exempt from registration under the Securities Act by virtue of Section 4(2) sell or dispose of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinUnits. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 6.4 No person or entity acting on behalf, or under the authority, of Subscriber Investor is or will be entitled to any broker's, finder's or similar fee or commission in connection with this SubscriptionOffering. 8.6 Subscriber 6.5 Investor acknowledges that the information furnished in this Agreement by the Company to Subscriber Investor or its advisers in connection with Investor's purchase of the Offering, Units is confidential and nonpublic nonpublic, and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber Investor and neither used by Subscriber Investor for SubscriberInvestor's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). . 6.6 The representations, warranties and agreements of Subscriber and the Company Investor contained herein and in any other writing delivered in connection with the Offering this Subscription shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Units to Investor as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Units by Investor. 6.8 The Shares will be unsecured, senior obligations of the Company, ranking senior to Common Stock, pari passu to other Preferred Shares, and subordinate to all other unsecured and unsubordinated debt obligations of the Company. The Shares will be recourse obligations against the Company and will not be secured by any collateral other than the Project company revenues and assets as described in the Prospectus.

Understandings. The Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) Such Subscriber hereby acknowledges and agrees that upon notice that, subject to the terms and conditions of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, thatthis Agreement, except as required by law or as permitted under Section 6.1 aboveLaw, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of such Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness (b) The issuance of the terms of this Offering for investment nor any recommendations or endorsement of Utilization Fee Shares and the Common Shares. 8.3 The Offering Additional Fee Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderregistration, which is in part dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein. 8.4 It (c) There is understood only a limited public market for the Common Stock. There can be no assurance that in order not the Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunderOffered Shares. 8.5 No person or entity acting on behalf, or under the authority, (d) The representations and warranties of such Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the issuance of the Utilization Fee Shares and the Additional Fee Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part of the public knowledge or literature representation and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and all agreements of such Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true transactions contemplated hereby. (e) The Company is a blank check company with the powers and correct privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The Subscriber further acknowledges that, as described in the Company’s prospectus dated June 18, 2018 (the “Prospectus”) relating to the Company’s initial public offering, available at ▇▇▇.▇▇▇.▇▇▇, substantially all material respects of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public shareholders and the underwriters of the Company’s initial public offering. The Subscriber, on behalf of itself and its affiliates and representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Agreement. (f) The Company, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. Prior to the date of the Merger Closing, the Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate. The Subscriber agrees that the issuance of the Offered Shares to Subscriber by the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by such Subscriber as of the Closing Date time of such Subscription as if made on and as of the date the issuance. (g) The Company executes is entitled to rely upon this Agreement and shall survive the execution and delivery of is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. (h) The Subscriber’s identity and the purchase issuance of the Common Offered Shares, as well as the nature of the Subscriber’s obligations hereunder, may be disclosed in any public announcement or disclosure required by the SEC and in any registration statement, proxy statement, consent solicitation statement or any other SEC filing to be filed by the Company in connection with such issuance and/or the Transaction. (i) The Subscriber’s obligation to acquire its Purchase Allocation is conditioned upon the Company entering into forward purchase and subscription agreements in the form as this Agreement with aggregate purchase allocations of at least $35 million under all such agreements (collectively, the “FPAs”), including, for the avoidance of doubt, the Purchase Allocation contained in this Agreement.

Understandings. Each Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) Such Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by such Subscriber, that, except as required by law or as permitted under Section 6.1 aboveLaw, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of such Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Disclosure Documents or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (c) The Preferred Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderAct, which is in part dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein. 8.4 It (d) There is understood only a limited public market for the Common Stock. There can be no assurance that in order not a Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunderShares. 8.5 No person or entity acting on behalf, or under the authority, (e) The representations and warranties of such Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the consummation of each offering of the Subject Preferred Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part of the public knowledge or literature representation and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and all agreements of such Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharestransactions contemplated hereby.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before an Interim Closing Date or the Final Closing Date, as the case may be, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. 8.2 Except as set forth in paragraph 8.1 above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 8.3 No federal Federal or state agency has made any findings or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Shares of Common SharesStock. 8.3 8.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 8.5 There can be no assurance that the undersigned will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or 8.6 The Placement Agent will be entitled to any broker's, finder's or similar fee or commission receive compensation in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company to Subscriber or its advisers with the agreements entered into in connection with the Offering, and none of them will supervise or participate in the operation or management of the Company. 8.7 The undersigned acknowledges that the information contained in the Memorandum is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber the undersigned for Subscriberthe undersigned's personal benefit (other than in Subscription Agreement EXHIBIT A connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . 8.8 The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common Shares. 8.9 IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ON REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 8.10 The offering and sale of the Shares is intended to be exempt from registration under the securities laws of certain U.S. states. A purchaser residing in one or more of the following states shall note the language set forth below, which is required to be included in this Agreement by the securities laws of those states. The purchaser must note that there are restrictions on transfer of all Shares. ALL STATES: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. ALABAMA: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS ARIZONA: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER Subscription Agreement EXHIBIT A THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, IF SUCH REGISTRATION IS AVAILABLE. CONNECTICUT: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT, AND THEREFORE, CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENEMY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THIS STATE, IF SUCH REGISTRATION IS REQUESTED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FLORIDA: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT IN RELIANCE UPON EXEMPTION PROVISIONS CONTAINED THEREIN. ANY SALE MADE PURSUANT TO SUCH EXEMPTION PROVISIONS IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT. A WITHDRAWAL WITHIN SUCH THREE DAY PERIOD WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS MEMORANDUM, INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR BY THE TELEPHONE, TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS INVOLVED FOR AN INDEFINITE PERIOD OF TIME. ILLINOIS: THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS OR THE STATE OF ILLINOIS NOR HAS THE SECRETARY OF THE STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INDIANA: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. MAINE: THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER THE STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS. Subscription Agreement EXHIBIT A MASSACHUSETTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS SECURITIES ACT, IF SUCH REGISTRATION IS AVAILABLE. MINNESOTA: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE MINNESOTA SECURITIES AND REAL ESTATE DIVISION NOR HAS THE DIVISION PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS PRIVATE OFFERING MEMORANDUM ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES REPRESENTED BY THIS PRIVATE OFFERING MEMORANDUM HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM. NEW HAMPSHIRE: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER THIS CHAPTER WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NEW JERSEY: THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BUREAU OF SECURITIES OF THE STATE OF NEW JERSEY, NOR HAS THE BUREAU PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING THE FILING OF THE WITHIN OFFERING DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PENNSYLVANIA: RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA CAN ONLY TRANSFER THESE SECURITIES IN ACCORDANCE WITH THE PROVISIONS OF SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT AND ARE SUBJECT TO THE FOLLOWING CONDITIONS: A. EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THE SECURITIES BEING OFFERED HEREBY AGREES NOT TO SELL THESE SECURITIES FOR A PERIOD OF 12 MONTHS AFTER THE DATE OF PURCHASE. B. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THEY ARE SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT BECOME AVAILABLE. EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THE SECURITIES BEING OFFERED HAS THE RIGHT, PURSUANT TO SECTION 207 OF THE PENNSYLVANIA SECURITIES ACT OF 1972, TO WITHDRAW HIS SUBSCRIPTION FOR THE SECURITIES AND RECEIVE A FULL Subscription Agreement EXHIBIT A REFUND OF ALL MONIES PAID, WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT PURCHASE. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO SUCH PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS MEMORANDUM, INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR BY TELEPHONE, TO THE COMPANY, A WRITTEN CONFIRMATION THAT THE REQUEST TO WITHDRAW HAS BEEN RECEIVED SHOULD BE REQUESTED. SOUTH CAROLINA THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TENNESSEE: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. UTAH: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNIFORM SECURITIES ACT AND, THEREFORE, CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Understandings. Subscriber The Purchaser understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 5.1 This Subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing Date notwithstanding prior receipt by the Purchaser of notice of acceptance of the Purchaser's Subscription. 5.2 Except as otherwise set forth herein, the Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe Purchaser, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Purchaser is more than one person, the obligations of Subscriber the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 5.3 No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of this Agreement or the Registration Rights Agreement or as to the fairness of the terms of this Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 5.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, and/or the provisions of Regulation S which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser. 8.4 5.5 There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, as well as Regulation S, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity 5.6 Privateq Advisors AG (the "Placement Agent") is acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission as a finder in connection with this SubscriptionOffering solely in Europe and will receive a fee equal to 7% of the aggregate cash value of the amount of equity investment raised by the Company through the introduction by the Placement Agent to qualified individuals or institutions and (ii) warrants to purchase shares of Common Stock equal to 5% of the shares of Common Stock sold as part of such equity investment, with such warrants having an exercise price equal to 125% of the Offering price per common share. The Company does not currently anticipate employing the services of a finder in the United States. 8.6 Subscriber 5.7 The Purchaser acknowledges that the information furnished contained in this Agreement by and the Company Registration Rights Agreement or otherwise made available to Subscriber or its advisers in connection with the Offering, Purchaser is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the Purchaser and neither used by Subscriber the Purchaser for Subscriberthe Purchaser's personal benefit (other than in connection with this Subscription), ) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason, notwithstanding that a Purchaser's Subscription may not be accepted by the Company; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). . 5.8 The representations, warranties and agreements of Subscriber and the Company Purchaser contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the relevant Closing Date of such Subscription the sale of the Securities as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesSecurities. 5.9 IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PURCHASE AGREEMENT OR OTHER WRITINGS DELIVERED IN CONNECTION WITH THE SALE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 5.10 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 5.11 If the Purchaser is a Registered Representative of an NASD member firm, the Purchaser must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.

Understandings. Subscriber The Purchaser understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 5.1 This Subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing Date notwithstanding prior receipt by the Purchaser of notice of acceptance of the Purchaser's Subscription. 5.2 Except as otherwise set forth herein, the Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe Purchaser, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Purchaser is more than one person, the obligations of Subscriber the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 5.3 No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of this Agreement or the Registration Rights Agreement or as to the fairness of the terms of this Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 5.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, and/or the provisions of Regulation S which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser. 8.4 5.5 There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, as well as Regulation S, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity 5.6 [domestic] Paramount Capital, Inc. (the "Placement Agent") is acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission as a finder in connection with this Subscription. 8.6 Subscriber acknowledges that Offering [solely in the information furnished in this Agreement United States] and will receive a fee equal to 7% of the aggregate cash value of the amount of equity investment raised by the Company to Subscriber or its advisers in connection with through the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated introduction by the Company shall be kept in confidence by Subscriber Placement Agent to qualified individuals or institutions and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a warrants to purchase shares of Common Stock equal to 5% of the shares of Common Stock sold as part of the public knowledge or literature and readily accessible by publication (except as a result such equity investment, with such warrants having an exercise price equal to 120% of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharesprice per common share.

Understandings. Subscriber Purchaser understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (a) Except as set forth in paragraph 1 above, the Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal federal, provincial, or state agency has made any findings finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2(c) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Common Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common Shares. (d) Purchaser understands the meaning and legal consequences of the representations and warranties contained in this Subscription Agreement, and Purchaser agrees to indemnify and hold harmless the Company, its officers and directors, and each agent and employee thereof, from and against any and all loss, damage, liability or expense (including judgments, fines, amounts paid in settlement, attorney's fees and other legal costs actually incurred as a result of any such person or entity being made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any breach of representation or warranty of mine or any misrepresentation or misstatement of fact or omission to state or represent facts made by Purchaser to the Company, including without limitation, the information which I have furnished in this Subscription Agreement. (e) The Company is not under an obligation to register any of the Shares on Purchaser's behalf or to assist Purchaser in complying with any exemption from registration. (f) THE COMMON SHARES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber Each of the Purchasers understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) The Company may in its sole discretion terminate this Offering or reject any subscription at any time prior to the dissemination of the press release referred to in Section F(3). The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. (2) The Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe Purchaser, and that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that if the Purchaser is an individual this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency or authority has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser herein and in the Purchaser Questionnaire. 8.4 (5) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information furnished about the Offering shall be kept in this Agreement confidence by the Purchaser until the public dissemination of the press release referred to in Section F(3) hereof. (7) Although the Company hereby acknowledges that it is not aware of any material, non-public information that has been provided to Subscriber or its advisers any investor in connection with the Offering, the Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any information restricts the Purchaser from trading in the Company’s securities to the extent such trading is confidential and nonpublic and on the basis of such information of which the Purchaser is aware. (8) The Purchaser agrees that beginning on the date hereof until the public dissemination of the press release referred to in section F(3) hereof, the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such written information which is material Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and not yet publicly disseminated by giving effect to any exercise price adjustments scheduled to take effect in the Company future) shall be kept in confidence deemed to be held long by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesPurchaser.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 8.1. Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 above, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 8.2. No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment investment, nor any recommendations or endorsement of the Common Shares. 8.3 8.3. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 8.4. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 8.5. No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's’s, finder's ’s or similar fee or commission in connection with this Subscription. 8.6 8.6. Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's ’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's ’s legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who who, to the knowledge of the Subscriber, disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). Following the filing of the Form 8-K pursuant to Section 4.1(m) herein, the Subscriber will not be in possession of any non-public information with respect to the Company. 8.7. The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares. 8.8. IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Understandings. Subscriber The Purchaser understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) The Company may terminate this Offering at any time in its sole discretion. The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation of the Company to accept any subscription or complete the Offering. (2) Except as set forth in Section D(1) above, the Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe Purchaser, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Purchaser is more than one person, the obligations of Subscriber the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser herein and in the Questionnaire. 8.4 (5) There can be no assurance that the Purchaser will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The Purchaser acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the Purchaser and neither used by Subscriber for Subscriberthe Purchaser's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason, except to the extent required by applicable law, rules or regulations, or by legal process; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Agreement entered into with the Company). . (7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser's use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company's securities to the extent such trading is based on such confidential, non-public information. (8) The representations, warranties and agreements of Subscriber and the Company Purchaser contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date sale of such Subscription the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement agreement and the purchase of the Common Shares. (9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in such Act and therefore may be unenforceable to such extent. (10) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, AND THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED HEREIN. THE COMMON STOCK OFFERED HEREBY HAS NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (11) THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber The Purchaser understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 5.1 This Subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing Date notwithstanding prior receipt by the Purchaser of notice of acceptance of the Purchaser's Subscription. 5.2 Except as otherwise set forth herein, the Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe Purchaser, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Purchaser is more than one person, the obligations of Subscriber the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 5.3 No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of this Agreement or the Registration Rights Agreement or as to the fairness of the terms of this Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 5.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, and/or the provisions of Regulation S which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser. 8.4 5.5 There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, as well as Regulation S, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity 5.6 Privateq Advisors AG (the "Placement Agent") is acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission as a finder in connection with this SubscriptionOffering solely in Europe and will receive a fee equal to 7% of the aggregate cash value of the amount of equity investment raised by the Company through the introduction by the Placement Agent to qualified individuals or institutions and (ii) warrants to purchase shares of Common Stock equal to 5% of the shares of Common Stock sold as part of such equity investment, with such warrants having an exercise price equal to 125% of the Offering price per common share. The Company does not currently anticipate employing the services of a finder in the United States. 8.6 Subscriber 5.7 The Purchaser acknowledges that the information furnished contained in this Agreement by and the Company Registration Rights Agreement or otherwise made available to Subscriber or its advisers in connection with the Offering, Purchaser is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the Purchaser and neither used by Subscriber the Purchaser for Subscriberthe Purchaser's personal benefit (other than in connection with this Subscription), ) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason, notwithstanding that a Purchaser's Subscription may not be accepted by the Company; providedPROVIDED, howeverHOWEVER, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). . 5.8 The representations, warranties and agreements of Subscriber and the Company Purchaser contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the relevant Closing Date of such Subscription the sale of the Securities as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesSecurities. 5.9 IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PURCHASE AGREEMENT OR OTHER WRITINGS DELIVERED IN CONNECTION WITH THE SALE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 5.10 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 5.11 If the Purchaser is a Registered Representative of an NASD member firm, the Purchaser must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.

Understandings. Subscriber hereby understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon 8.1. Upon notice of acceptance from the Company pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriber, and that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 8.2. No federal Federal or state agency has made any findings or determination as to the fairness of the terms of this Offering offering for investment nor any recommendations or endorsement of the Common Shares. 8.3 The Offering 8.3. This offering of Common Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 8.4. It is understood that in order not to jeopardize the Offeringoffering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 8.5. No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Each Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) Such Subscriber hereby acknowledges and agrees that upon notice that, subject to the terms and conditions of acceptance from the Company pursuant to Section 1.3this Agreement, the Subscription subscription hereunder is irrevocable by such Subscriber, that, except as required by law or as permitted under Section 6.1 aboveLaw, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of such Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Disclosure Documents or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Subject Shares. 8.3 (c) The Preferred Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderregistration, which is in part dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein. 8.4 It (d) There is understood only a limited public market for the Common Stock. There can be no assurance that in order not a Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunderSubject Shares. 8.5 No person or entity acting on behalf, or under the authority, (e) The representations and warranties of such Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the consummation of the offering of the Subject Preferred Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part of the public knowledge or literature representation and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and all agreements of such Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharestransactions contemplated hereby.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company as follows: 9.1. This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before an Initial Closing Date or any Additional Closing Date, as the case may be, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. 9.2. Except as set forth in paragraph 8.1 Subscriber above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 9.3. No federal Federal or state agency has made any findings or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Shares of Common SharesStock. 8.3 9.4. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber the undersigned herein. 8.4 9.5. There can be no assurance that the undersigned will be able to sell or dispose of all or a portion of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company)9.6. The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common Shares. 9.7. IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ON REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 9.8. The Offering and sale of the Shares is intended to be exempt from registration under the securities laws of certain U.S. states. A purchaser residing in one or more of the following states shall note the language set forth below, which is required to be included in this Agreement by the securities laws of those states. The Purchaser must note that there are restrictions on transfer of all Shares. ALL STATES: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR NEW YORK RESIDENTS ONLY: THE MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.

Understandings. Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber hereby acknowledges and agrees that that, upon notice acceptance of acceptance from the Company and Placement Agent pursuant to Section 1.31.4, the Subscription hereunder is irrevocable (subject to any contrary provisions hereof) by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder (subject to any contrary provisions hereof) and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber executing this Subscription Agreement is more than one natural person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesSecurities. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinherein and in the Subscriber Questionnaire. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 The Placement Agent will receive compensation from the Company in connection with the Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company. The Company shall indemnify and hold harmless the Subscriber from and against all fees, commissions or other payments owing by the Company to the Placement Agent or any other person or firm acting on behalf of the Company hereunder. 8.6 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) The Company may terminate this Offering at any time in its sole discretion. The execution of this Agreement by the undersigned or solicitation of the investment contemplated hereby shall create no obligation of the Company to accept any subscription or complete the Offering in the event that the Company does not receive the Minimum Offering Amount. (2) Except as set forth in Section D(1) above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns; provided, however, that the Company has received commitment and funds for the Minimum Offering Amount. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common SharesUnits. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 (5) There is no public or other market for the Units and no such public or other market may ever develop. There can be no assurance that the undersigned will be able to sell or dispose of the Units. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The undersigned acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . (7) The undersigned acknowledges that the foregoing restrictions on the undersigned's use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the undersigned from trading in the Company's securities to the extent such trading is based on such confidential, non-public information. (8) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date sale of such Subscription the Units as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement agreement and the purchase of the Common SharesUnits. (9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent. (10) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (11) THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 10.1. Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company and Placement Agent pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 10.2. No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesStock. 8.3 10.3. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinherein and in Subscriber Questionnaire. 8.4 10.4. It is understood that in order not to jeopardize the Offering's Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under 10.5. The Placement Agent will receive compensation from the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission Company in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company to Subscriber or its advisers with the agreements entered into in connection with the Offering, is confidential and nonpublic the Placement Agent will not supervise or participate in the operation or management of the Company. The Company shall indemnify and agrees that hold harmless the Subscribers from and against all such written information which is material and not yet publicly disseminated fees, commissions or other payments owing by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (to the Placement Agent or any other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised person or firm acting on behalf of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shareshereunder.

Understandings. The Subscriber understands, understands and acknowledges and agrees with that it is aware of the Company as followsfollowing: 8.1 Subscriber (a) This subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, for any reason without notice, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's subscription. If the undersigned's subscription is rejected in whole or part, the payment made by the undersigned (or, in the case of rejection of a portion of the undersigned's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest. (b) The undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriber, the undersigned and that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate terminate, or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives representatives, and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding agreements upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives representatives, and permitted assigns. The Subscriber warrants that it has not and will not use any material non-public information obtained from the Company for any purpose other than for evaluating whether to invest in Units and not in connection with an investment in any other securities of the Company that are publicly traded. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common Shares(c) NEITHER THE UNITS, NOR THE SHARES OF COMMON STOCK, THE WARRANTS OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS, HAVE BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED IN RELIANCE ON EXEMPTIONS FROM THE ACT AND SUCH STATE LAWS AND THE LAWS OF OTHER APPLICABLE JURISDICTION. THE UNITS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND/OR SUCH STATE LAWS PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated under the Act ("Regulation D") and Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned hereunder. 8.4 (e) It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act Act, Regulation D and Regulation DRule 506, any transferee maythe undersigned will, at a minimum, be required to fulfill the investor suitability requirements thereunderhereunder. 8.5 (f) No person governmental agency has passed upon the Units, the shares of Common Stock or entity acting on behalf, the Warrants or under made any finding or determination as to the authority, wisdom or fairness of Subscriber is any investments therein nor has any such agency made any recommendation or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscriptionendorsement of such securities. 8.6 (g) The Units, the shares of Common Stock and the Warrants involve a risk of loss by the Subscriber acknowledges that of its entire investment, and it must bear such economic risk for an indefinite period of time. An investment in the information furnished Units (and the securities comprising same) is suitable only for person who have substantial financial resources and have no need for liquidity in this Agreement by the Company to Subscriber or its advisers in connection with the Offeringinvestment. (h) THE TAX CONSEQUENCES TO THE SUBSCRIBER OF THE INVESTMENT IN THE COMPANY WILL DEPEND ON THE SUBSCRIBER'S PARTICULAR CIRCUMSTANCES. IN MAKING AN INVESTMENT DECISION, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription)INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, nor disclosed to any third partyINCLUDING THE MERITS AND RISK INVOLVED. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such informationANY OTHER DOCUMENTS DELIVERED HEREWITH OR ANY OTHER COMMUNICATION FROM THE COMPANY OR ANY PLACEMENT AGENT AS INVESTMENT OR LEGAL ADVICE. THIS SUBSCRIPTION AGREEMENT, for any reason; providedANY OTHER DOCUMENTS DELIVERED HEREWITH AND ANY SUCH OTHER MATERIALS, howeverAS WELL AS THE NATURE OF AN INVESTMENT IN THE SECURITIES OFFERED, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereofSHOULD BE REVIEWED BY EACH PROSPECTIVE INVESTOR AND SUCH INVESTOR'S INVESTMENT, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligationsTAX, includingLEGAL, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesACCOUNTING AND OTHER ADVISORS.

Understandings. Subscriber 14.1. Each Investor understands, acknowledges and agrees with the Company Company, as follows: 8.1 Subscriber (a) This subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time prior to the return to the Investor of a signature page to this Agreement countersigned by the Company, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor's subscription. (b) The Investor hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to except as set forth in paragraph (a) above and Section 1.31.2(c), the Subscription subscription hereunder is irrevocable by Subscriberthe Investor, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Investor is not entitled to cancel, terminate terminate, or revoke this Agreement or any agreements of Subscriber hereunder the Investor contemplated herein and that this Subscription Agreement and such other agreements Agreements shall survive the death death, disability or disability dissolution of Subscriber the Investor and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Investor is more than one personperson or entity, the obligations of Subscriber the Investor hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by by, and be binding upon upon, each such person and his or her its heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (c) No federal or state agency has made any findings finding or determination as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common SharesUnits. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderD, which is in part dependent upon the truth, completeness completeness, and accuracy of the statements made by Subscriber the Investor herein. 8.4 (e) It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Rule 506 of Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunderof this Offering. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (if) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company Investor contained herein and in any other writing delivered in connection with the Offering shall be true transactions contemplated hereby, are complete and correct in all material respects on the date hereof and shall be complete and correct on and as of the Closing Date date of such Subscription the issuance of the Units, as if made on and as of the date the Company executes this Agreement such date, and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesUnits.

Understandings. Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber The parties hereby acknowledges acknowledge and agrees that agree that, except as otherwise noted herein, upon acceptance from the Company and Placement Agent, and in the case of Subscriber, upon notice of acceptance from the Company and Placement Agent pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriberthe parties, that, except as required by law or as permitted under Section 6.1 above, Subscriber is the parties are not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the parties hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinherein and in the Subscriber Questionnaire. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 The Placement Agent will receive compensation from the Company in connection with the Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company. 8.6 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 8.7 Subscriber acknowledges that the information furnished in this Agreement by the Company or the Placement Agent to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares. 8.8 IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE COMMON SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 8.9 Subscriber hereby acknowledges and agrees that Placement Agent has been retained by the Company to act as the Company's placement agent in the Offering, and that for its services, Placement Agent will be compensated by the Company as follows: (i) a fee equal to: (a) six percent of the gross proceeds from the sale of Common Shares for the first $10 million of Common Shares sold in the Offering; and (b) five percent of the gross proceeds from the sale of Common Shares in the Offering over the initial $10 million; (ii) an up-front due diligence fee of $25,000 plus reimbursement of Placement Agent's reasonable out-of-pocket expenses in connection with the Offering, (iii) an initial warrant to purchase up to 150,000 Common Shares at an exercise price of $1.23 per share (the "Initial Warrants"); and (iv) upon completion of the Offering, a warrant to purchase Common Shares equal to: (a) 10% of the total Common Shares sold in the Offering for the first $10 million of Common Shares sold; plus (b) 6% of the total Common Shares sold in the Offering over $10 million (the "Placement Agent Warrants"); less (c) the 150,000 Common Shares underlying the Initial Warrants described above.

Understandings. Subscriber Each of the Purchasers understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) The Company may terminate this Offering or reject any subscription at any time in its sole discretion. The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. (2) The Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe Purchaser, and that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that if the Purchaser is an individual this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency or authority has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common Shares. Any representation to the contrary is a criminal offense. In making an investment decision, Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser herein and in the Questionnaire. 8.4 (5) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The Purchaser acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the Purchaser pursuant to the terms of the Confidentiality Agreement between Purchaser and neither used the Company, the terms of which are incorporated herein by Subscriber for Subscriberreference. (7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser's personal benefit use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company's securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. (other than 8) The Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) ninety (90) days from the Closing and (b) the effective date of the Registration Statement, it will not enter into any Short Sales. In the event that the Purchaser enters into any Short Sales prior to such effectiveness, the Purchaser agrees that no Short Sale will be covered by any of the Shares. For purposes of the foregoing sentence, a "Short Sale" by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in connection with this Subscription)the Common Stock, nor disclosed exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any third party, except Subscriber's legal and other advisers who exercise price adjustments scheduled to take effect in the future) shall be advised of the confidential nature of deemed to be held long by such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesPurchaser.

Understandings. The undersigned Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber 7.1 This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before the Closing Date notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. 7.2 Except as set forth in paragraph 7.1 above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 7.3 No United States of America federal or state agency or foreign authority has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesSecurities. 8.3 7.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Investor Questionnaire. 8.4 7.5 There can be no assurance that the undersigned will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under 7.6 The Placement Agent will receive cash compensation equal to (i) six percent (6%) of the authority, gross proceeds received by the Company and (ii) five-year warrants to subscribe for 12,500 ADSs for every $1.0 million of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission gross proceeds received by the Company in connection with this Subscriptionthe Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company. 8.6 Subscriber 7.7 The undersigned acknowledges that the information furnished in this Agreement by the Company or the Placement Agent to Subscriber the undersigned or its advisers in connection with the Offering, Offering is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber the undersigned for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; providedPROVIDED, howeverHOWEVER, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the as of date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . 7.8 The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Securities as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common SharesSecurities. 7.9 IN MAKING AN INVESTMENT DECISION, SUBSCRIBERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE ADSS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ON REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 7.10 The offering and sale of the Securities is intended to be exempt from registration under the securities laws of certain states of the United States of America. Subscribers residing in the United States shall note the language set forth below. Subscribers must note that there are restrictions on transfer of the Securities. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) This Subscription may be rejected, in whole or in part, by the Company in the Company's sole and absolute discretion, at any time before the Final Closing Date, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. (2) Except as set forth in Section C(1) above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common SharesUnits. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 (5) There is no public or other market for the Units, Shares or Warrants and no such public or other market may ever develop. There can be no assurance that the undersigned will be able to sell or dispose of the Shares or Warrants. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission (6) Some NASD members may receive compensation in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement Offering but are not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company to Subscriber or its advisers with the agreements entered into in connection with the Offering, and will not supervise or participate in the operation or management of the Company. (7) The undersigned acknowledges that certain of the information contained in the Memorandum is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber the undersigned for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). The undersigned acknowledges that the foregoing restrictions on the undersigned's use and disclosure of any such confidential, non-public information contained in the Memorandum restricts the undersigned from trading in the Company's securities to the extent such trading is based on such confidential, non-public information. (8) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Units as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesUnits. (9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent. (10) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (11) THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (12) For Residents of Arkansas: THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-42-504(a)(14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) Of THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THE SECURITIES OFFERED HEREBY, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (13) For Residents of California: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS SUBSCRIPTION AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. (14) For Residents of Connecticut: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36- 485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (15) For Residents of Florida: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT (THE "FLORIDA ACT") AND WILL BE OFFERED AND SOLD PURSUANT TO AN EXEMPTION UNDER SECTION 517.061 OF THE FLORIDA ACT. ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE OF ANY OF THE SECURITIES WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANIES, AN AGENT OF THE COMPANIES, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. (16) For Residents of Georgia: THE UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS (I) THAT THE SECURITIES SUBSCRIBED FOR HEREBY WILL BE ISSUED OR SOLD IN RELIANCE ON PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND (II) THAT THE CERTIFICATES REPRESENTING THE SECURITIES SUBSCRIBED FOR HEREBY WILL CONTAIN A LEGEND TO SUCH EFFECT. (17) For Residents of Missouri: THE UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS (I) THAT THE SECURITIES SUBSCRIBED FOR HEREBY ARE NOT REGISTERED UNDER THE MISSOURI UNIFORM SECURITIES ACT AND MAY BE DISPOSED OF ONLY THROUGH A LICENSED BROKER-DEALER AND (II) THAT IT IS A FELONY TO SELL SECURITIES IN VIOLATION OF THE MISSOURI SECURITIES ACT. (18) For Residents of New York: THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (19) For Residents of Pennsylvania: EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THE SECURITIES BEING OFFERED HEREBY AGREES NOT TO SELL THESE SECURITIES FOR A PERIOD OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. UNDER PROVISION OF THE PENNSYLVANIA SECURITIES ACT OF 1972, EACH PENNSYLVANIA RESIDENT SHALL HAVE THE RIGHT TO WITHDRAW HIS OR HER ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE ISSUER WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE COMPANY OF THIS SUBSCRIPTION AGREEMENT. TO ACCOMPLISH THIS WITHDRAWAL A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER AT THE ADDRESS SET FORTH IN THE TEXT HEREOF, INDICATING HIS OR HER INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY (IN PERSON OR BY TELEPHONE, TO THE ISSUER AT THE NUMBER LISTED IN THE TEXT HEREOF), A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

Understandings. The Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion, at any time before a Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. The Company may terminate this Offering at any time in its sole discretion. Neither the execution of this Agreement nor the solicitation of the investment contemplated hereby shall create any obligation of the Company to accept any subscription or complete the Offering. The Company is not required to accept any minimum amount of subscriptions before conducting a Closing. (b) The Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (c) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Memorandum or as to the suitability of this the Offering for investment investment, nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 (e) There can be no assurance that the Subscriber will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 (f) The Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Memorandum is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by the Subscriber and neither used by Subscriber for the Subscriber's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereofliterature, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). In addition, the Subscriber may disclose any information as may be required by law or applicable legal process; provided, however, to the extent permitted by law or applicable legal process, the Subscriber shall provide the Company at least five business days prior written notice before making any such disclosure. (g) The representations, warranties and agreements of the Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the date of a Closing Date of such Subscription the sale of the Securities as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesSecurities.

Understandings. Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber The parties hereby acknowledges acknowledge and agrees that agree that, except as otherwise noted herein, upon acceptance from the Company and Placement Agent, and in the case of Subscriber, upon notice of acceptance from the Company and Placement Agent pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriberthe parties, that, except as required by law or as permitted under Section 6.1 above, Subscriber is the parties are not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the parties hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinherein and in the Subscriber Questionnaire. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 The Placement Agent will receive compensation from the Company in connection with the Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company. 8.6 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 8.7 Subscriber acknowledges that the information furnished in this Agreement by the Company or the Placement Agent to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by 8 the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. The Subscriber understands, acknowledges and agrees with the Company and the Selling Stockholders as follows: 8.1 (a) This Subscription may be rejected, in whole or in part, by the Selling Stockholders in their sole and absolute discretion, at any time before the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. The Selling Stockholders may terminate this Offering at any time in their sole and absolute discretion. The execution of this Agreement or solicitation of the investment contemplated hereby, shall create no obligation of the Selling Stockholders to accept any subscription or complete the Offering. (b) Except as set forth in Section 8(a) above, the Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (c) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Memorandum or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of so-called Section 4(2) of " 4 1 1 2" exemption under the Securities Act and the provisions of Rule 506 of Regulation D thereunderAct, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 (e) There is only a limited public market for the Common Stock. There can be no assurance that the Subscriber will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under the Section 4(2) of the Securities Act and Regulation D" 4 1 1 2" exemption, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (if) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of the Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the Closing Date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 5.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company and Placement Agent pursuant to Section 1.3this Agreement, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several among the Subscriber and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 5.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesStock. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 5.3 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 5.4 Subscriber acknowledges that the information furnished in this Agreement by the Company or the Placement Agent to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber (1) This Subscription may be rejected, in whole or in part, by the Company or the Placement Agent, in the sole and absolute discretion of either of them, at any time before the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. The Company may terminate this Offering at any time in its sole discretion. The execution of this Agreement or solicitation of the investment contemplated hereby shall create no obligation of the Company to accept any subscription or complete the Offering. (2) Except as set forth in Section C(1) above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns; provided, however, that the Company has received commitment and funds for the minimum amount required for closing as described in the Memorandum. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments acknowledges herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 (5) There is no public or other market for the Shares and no such public or other market may ever develop. There can be no assurance that the undersigned will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The undersigned acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Memorandum is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . (7) The undersigned acknowledges that the foregoing restrictions on the undersigned's use and disclosure of any such confidential, non-public information contained in the Memorandum restricts the undersigned from trading in the Company's securities to the extent such trading is based on such confidential, non-public information. (8) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date sale of such Subscription the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement agreement and the purchase of the Common Shares. (9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent. (10) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (11) THE SHARES OFFERED HEREBY MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (12) For Residents of Arkansas: THE SHARES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-42-504(a)(14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SHARES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THE SHARES OFFERED HEREBY, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (13) For Residents of California: THE SALE OF THE SHARES WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS SUBSCRIPTION AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. (14) For Residents of Connecticut: THESE SHARES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SHARES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (15) For Residents of Florida: THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT (THE "FLORIDA ACT") AND WILL BE OFFERED AND SOLD PURSUANT TO AN EXEMPTION UNDER SECTION 517.061 OF THE FLORIDA ACT. ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE OF ANY OF THE SHARES WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANIES, AN AGENT OF THE COMPANIES, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. (16) For Residents of Georgia: THE UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS (I) THAT THE SHARES SUBSCRIBED FOR HEREBY WILL BE ISSUED OR SOLD IN RELIANCE ON PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND (II) THAT THE CERTIFICATES REPRESENTING THE SHARES SUBSCRIBED FOR HEREBY WILL CONTAIN A LEGEND TO SUCH EFFECT. (17) For Residents of Missouri: THE UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS (I) THAT THE SHARES SUBSCRIBED FOR HEREBY ARE NOT REGISTERED UNDER THE MISSOURI UNIFORM SECURITIES ACT AND MAY BE DISPOSED OF ONLY THROUGH A LICENSED BROKER-DEALER AND (II) THAT IT IS A FELONY TO SELL SHARES IN VIOLATION OF THE MISSOURI SECURITIES ACT. (18) For Residents of New York: THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (19) For Residents of Pennsylvania: EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THE SHARES BEING OFFERED HEREBY AGREES NOT TO SELL THESE SHARES FOR A PERIOD OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. UNDER PROVISION OF THE PENNSYLVANIA SECURITIES ACT OF 1972, EACH PENNSYLVANIA RESIDENT SHALL HAVE THE RIGHT TO WITHDRAW HIS OR HER ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE ISSUER WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE COMPANY OF THIS SUBSCRIPTION AGREEMENT. TO ACCOMPLISH THIS WITHDRAWAL A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER AT THE ADDRESS SET FORTH IN THE TEXT HEREOF, INDICATING HIS OR HER INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY (IN PERSON OR BY TELEPHONE, TO THE ISSUER AT THE NUMBER LISTED IN THE TEXT HEREOF), A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

Understandings. Subscriber The Purchaser understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 5.1 This Subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing Date notwithstanding prior receipt by the Purchaser of notice of acceptance of the Purchaser's Subscription. 5.2 Except as otherwise set forth herein, the Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe Purchaser, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Purchaser is more than one person, the obligations of Subscriber the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 5.3 No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of this Agreement or the Registration Rights Agreement or as to the fairness of the terms of this Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 5.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, and/or the provisions of Regulation S which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser. 8.4 5.5 There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, as well as Regulation S, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity 5.6 Privateq Advisors AG (the "Placement Agent") is acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission as a finder in connection with this SubscriptionOffering solely in Europe and will receive a fee equal to 7% of the aggregate cash value of the amount of equity investment raised by the Company through the introduction by the Placement Agent to qualified individuals or institutions and (ii) warrants to purchase shares of Common Stock equal to 10% of the shares of Common Stock sold as part of such equity investment, with such warrants having an exercise price equal to 125% of the Offering price per common share. The Company does not currently anticipate employing the services of a finder in the United States. 8.6 Subscriber 5.7 The Purchaser acknowledges that the information furnished contained in this Agreement by and the Company Registration Rights Agreement or otherwise made available to Subscriber or its advisers in connection with the Offering, Purchaser is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the Purchaser and neither used by Subscriber the Purchaser for Subscriberthe Purchaser's personal benefit (other than in connection with this Subscription), ) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason, notwithstanding that a Purchaser's Subscription may not be accepted by the Company; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). . 5.8 The representations, warranties and agreements of Subscriber and the Company Purchaser contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the relevant Closing Date of such Subscription the sale of the Securities as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesSecurities. 5.9 IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS PURCHASE AGREEMENT OR OTHER WRITINGS DELIVERED IN CONNECTION WITH THE SALE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 5.10 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 5.11 If the Purchaser is a Registered Representative of an NASD member firm, the Purchaser must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.

Understandings. Each Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) Such Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by such Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, such Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of such Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of such Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If such Subscriber is more than one person, the obligations of such Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Disclosure Documents or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 The (i) In the case of a Preferred Subscriber, the Preferred Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderAct, which is in part dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein and (ii) in the case of a Backstop Subscriber, the Common Offering is intended to be exempt from registration, which is dependent upon the truth, completeness and accuracy of the statements made by such Subscriber herein. 8.4 It (d) There is understood only a limited public market for the Common Stock and no public market for the Preferred Shares. There can be no assurance that in order not a Subscriber will be able to jeopardize the Offering's exempt status under Section 4(2) sell or dispose of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunderShares. 8.5 No person or entity acting on behalf, or under the authority, (e) The representations and warranties of such Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers and in any other writing delivered in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company transactions contemplated hereby shall be kept true and correct in confidence by Subscriber all respects on and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised as of the confidential nature date hereof and the date of the consummation of each offering of, in the case of a Preferred Subscriber, the Subject Preferred Shares and, in the case of a Backstop Subscriber, the Subject Common Shares as if made on and as of such information, for any reason; provided, however, that this obligation shall not apply to any date and such information that (i) is part of the public knowledge or literature representation and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and all agreements of such Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharestransactions contemplated hereby.

Understandings. The undersigned Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber 7.1 This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before the Closing Date notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. 7.2 Except as set forth in paragraph 7.1 above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 7.3 No United States of America federal or state agency or foreign authority has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesSecurities. 8.3 7.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Investor Questionnaire. 8.4 7.5 There can be no assurance that the undersigned will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under 7.6 The Placement Agent will receive cash compensation equal to (i) six percent (6%) of the authority, gross proceeds received by the Company and (ii) five-year warrants to subscribe for 12,500 ADSs for every $1.0 million of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission gross proceeds received by the Company in connection with this Subscriptionthe Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company. 8.6 Subscriber 7.7 The undersigned acknowledges that the information furnished in this Agreement by the Company or the Placement Agent to Subscriber the undersigned or its advisers in connection with the Offering, Offering is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber the undersigned for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; providedPROVIDED, howeverHOWEVER, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the as of date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . 7.8 The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Securities as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common SharesSecurities. 7.9 IN MAKING AN INVESTMENT DECISION, SUBSCRIBERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE ADSs HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ON REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 7.10 The offering and sale of the Securities is intended to be exempt from registration under the securities laws of certain states of the United States of America. Subscribers residing in the United States shall note the language set forth below. Subscribers must note that there are restrictions on transfer of the Securities. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber (1) This Subscription may be rejected, in whole or in part, by the Company or the Placement Agent, in the sole and absolute discretion of either of them, at any time before the Closing on the Units covered by such subscription, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. The Company may terminate this Offering at any time in its sole discretion. The execution of this Agreement or solicitation of the investment contemplated hereby, shall create no obligation of the Company to accept any subscription or complete the Offering. (2) The undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments acknowledges herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of this Offering for investment nor any recommendations recommendation or endorsement of the Common SharesUnits. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber the undersigned herein. 8.4 (5) There can be no assurance that the undersigned will be able to sell or dispose of the Units. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or (6) The Placement Agent will be entitled to any broker's, finder's or similar fee or commission receive compensation in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement Offering but is not guaranteeing or assuming responsibility of the operation or possible liability of the Company, including, without limitation, compliance by the Company to Subscriber or its advisers with the agreements entered into in connection with the Offering, and will not supervise or participate in the operation or management of the Company. (7) The undersigned understands that. With the exception of the registration rights set forth in Section D of this Subscription Agreement, (i) the Company has no obligation to register the Units for resale under any federal or state securities laws or to take any action which would make available any exemption from the registration requirements of such laws, and (ii) the undersigned therefore may be precluded from selling or otherwise transferring or disposing the Units or any portion thereof for an indefinite period of time or at any particular time and may therefore have to bear the economic risk of investment in the Share of an indefinite period of time. (8) The undersigned agrees that if and to the extent required by an underwriter of the Company's Securities in a public offering the undersigned will execute a "lock-up" agreement regarding some or all of his or her Units thereby agreeing not to sell such Units for a period of time (not to exceed 180 days) after completion of the public offering whether or not such Units are included in the public offering. (9) The undersigned understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth in this Subscription Agreement in order to determine the applicability of such exemptions and the suitability of the undersigned to acquire Units. (10) The undersigned acknowledges that the information contained in the Memorandum, including without limitations the existence and terms of the Offering, is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), ) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). The undersigned acknowledges that the foregoing restrictions on the undersigned's use and disclosure of the confidential, non-public information contained in the Memorandum restricts the undersigned from trading in the Company's securities to the extent information would be deemed to be material by a reasonable investor in determining whether to invest in the Company's securities. (11) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription sale of the Units as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesUnits. (12) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 above, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment investment, nor any recommendations or endorsement of the Common Preferred Shares. 8.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Preferred Shares. IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE PREFERRED SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Understandings. Subscriber The Purchaser understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 5.1 This Subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing Date notwithstanding prior receipt by the Purchaser of notice of acceptance of the Purchaser's Subscription. 5.2 Except as otherwise set forth herein, the Purchaser hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe Purchaser, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Purchaser is more than one person, the obligations of Subscriber the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 5.3 No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of this Agreement or the Registration Rights Agreement or as to the fairness of the terms of this Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 5.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser. 8.4 5.5 There can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity 5.6 Privatech, Inc. is acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission as a finder in connection with this SubscriptionOffering solely in Europe and will receive (i) a fee equal to 7% of the aggregate cash value of the amount of equity investment raised by the Company through the introduction by Privatech to qualified individuals or institutions and (ii) warrants to purchase shares of Common Stock equal to 10% of the securities sold as part of such investment. 8.6 Subscriber 5.7 The Purchaser acknowledges that the information furnished contained in this Agreement by and the Company Registration Rights Agreement or otherwise made available to Subscriber or its advisers in connection with the Offering, Purchaser is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the Purchaser and neither used by Subscriber the Purchaser for Subscriberthe Purchaser's personal benefit (other than in connection with this Subscription), ) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; providedPROVIDED, howeverHOWEVER, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). . 5.8 The representations, warranties and agreements of Subscriber and the Company Purchaser contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the relevant Closing Date of such Subscription the sale of the Securities as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesSecurities.

Understandings. The Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion, at any time before the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. The Company may terminate this Offering at any time in its sole discretion. Neither the execution of this Agreement nor the solicitation of the investment contemplated hereby shall create any obligation of the Company to accept any subscription or complete the Offering. The Company is not required to accept any minimum amount of subscriptions before conducting a Closing. (b) The Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (c) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Memorandum or as to the suitability of this the Offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 (e) There can be no assurance that the Subscriber will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 (f) The Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Memorandum is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by the Subscriber and neither used by Subscriber for the Subscriber's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereofliterature, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). In addition, the Subscriber may disclose any information as may be required by law or applicable legal process; provided, however, to the extent permitted by law or applicable legal process, the Subscriber shall provide the Company at least five business days prior written notice before making any such disclosure. (g) The representations, warranties and agreements of the Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the Closing Date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber =============== The undersigned understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber (1) Except as set forth herein, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (2) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of this Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. 8.3 (3) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 (4) There is no public market for the Securities and no such public or other market may ever develop. There can be no assurance that the undersigned will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation DD thereunder, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (5) The undersigned acknowledges that the information furnished contained in this Agreement by the Company Memorandum or otherwise made available to Subscriber or its advisers in connection with the Offering, undersigned is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber the undersigned for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), ) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . (6) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of a the Securities to the undersigned as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and and, the purchase of the Common SharesSecurities Agreement. (7) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent. (8) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (9) THE SECURITIES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION, ORDER OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber The Purchaser understands, acknowledges and agrees with the Company Seller as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except (1) Except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the Purchaser hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the Purchaser and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the Purchaser is more than one person, the obligations of Subscriber the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments acknowledgements herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (2) No federal or state agency has made any findings finding or determination as to the fairness of the terms of this Offering purchase of Series C Shares for investment nor any recommendations recommendation or endorsement of the Common Series C Shares. 8.3 (3) The Offering offer and sale of the Series C Shares hereby is intended to be exempt from registration under the Securities Act by virtue of Section Sections 4(2) and 4(6) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber the Purchaser herein. 8.4 (4) There is no public or other market for the Series C Shares, and no such public or other market may ever develop. There can be no assurance that the Purchaser will be able to sell or dispose of the Series C Shares. It is understood that in order not to jeopardize the Offering's exempt status of the purchase of the Series C Shares under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (5) The Purchaser acknowledges that the information furnished in this Agreement by Seller's Series B Preferred Stock, into which the Company Series C Shares may be converted as provided herein, ranks junior to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised classes of preferred stock of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature Seller and readily accessible at the date hereof, (ii) becomes generally represents a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharescommon stock equivalent.

Understandings. The Subscriber understands, acknowledges understands and agrees with the Company Fund as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 above, (a) The Subscriber is not entitled required to cancel, terminate or revoke this Agreement or any agreements to complete Part A of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive provide the death required documents listed in Annex 1A, Annex 1B or disability of Annex 1C. In the event that Part A is incomplete and/or the documents under Annex 1A, Annex 1B or Annex 1C have not satisfactorily provided, the subscription may be rejected by the Fund. (b) This subscription may be accepted or rejected, in whole or in part, by the Fund. The Fund reserves the right to close the subscription books at any time without notice. If the Subscriber’s subscription for Shares is rejected, any funds paid by the Subscriber and received by the Fund will be returned to the Subscriber as soon as practicable. In the case of rejection in part, the funds paid with respect to the rejected part will be so returned net of bank charges andwithout interest. (c) This subscription, and each agreement made by the Subscriber hereunder, is and shall be irrevocable; provided that the Subscriber shall have no obligations hereunder if the offering described in the Prospectus is for any reason cancelled or withdrawn or if this subscription is for any reason rejected (but, if this subscription is rejected in part, only with respect to the portion so rejected). This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective Subscriber’s heirs, executors, administrators, successors, legal representatives successors and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal (d) The Subscriber’s Shares are not redeemable at the option of the holder. (e) There is no secondary public market for the Shares, and it is not likely that such a secondary public market will develop. It may be difficult or state agency even impossible for the Subscriber to sell its Shares. Shares may be hypothecated, pledged, sold or transferred by the Subscriber only in accordance with the Constitution and with the prior written consent of the Directors. (f) The Fund has made the right to have the Subscriber’s Shares compulsorily redeemed for any findings or determination as reason. (g) The discussion of tax consequences arising from investment in Shares set forth in the Prospectus is general in nature, and the tax consequences to the fairness Subscriber of the terms Subscriber’s investment in Shares depend upon the Subscriber’s circumstances. The Subscriber acknowledges that it did not receive any advice from the Fund with respect to the tax consequences of this Offering for an investment nor any recommendations or endorsement in the Shares. The Subscriber is free to disclose and discuss all the aspects of an investment in the Shares, including the tax considerations associated with the purchase of Shares, with its professional advisors. (h) Investment in the Shares is speculative and involves significant risks including, but not limited to, those specified in the Prospectus. (i) The Fund will redeem Shares only at the then prevailing Net Asset Value per Share, subject to the restrictions and conditions set forth in the Prospectus and the Constitution. (j) In the event that the Net Asset Value of the Common Sharesredeemed Shares as of the redemption date is less than the amount previously paid to a redeeming shareholder with respect thereto, the shareholder will be obligated to refund the difference between the Net Asset Value of the redeemed Shares and the amount of redemption payment received. 8.3 (k) The Offering is intended Subscriber understands the Management Fees and performance fees to be exempt from registration under charged as specified in the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinProspectus. 8.4 It is understood (l) The Subscriber acknowledges and agrees that any distribution proceeds paid to it will be paid to the same account from which its investment in order not the Fund was originally remitted, unless the Fund agrees otherwise. No third party payment will be made. (m) The Subscriber acknowledges and understands that the Agreement for the Exchange of Information Relating to jeopardize Taxes (The United States of America – FATCA Implementation) Regulations 2014 issued pursuant to the Offering's exempt status under Section 4(2Income Tax Act has come into force, and this may require the sharing of information generally to public authorities in Mauritius, in the United States (USA) of and elsewhere (the Securities Act and Regulation D, any transferee may, at a minimum, “FATCA Regulations”). The Fund may be required to fulfill use and disclose information about the investor suitability requirements thereunderFund (“Client Data”) pursuant to (i) sections 1471 through 1474 of the United States Internal Revenue Code of 1986 (also known as the United States Foreign Account Tax Compliance Act) (the “US FATCA”), any equivalent law or regulation of the United States or any other jurisdiction, or any intergovernmental agreement between the United States and another jurisdiction relating to FATCA, as may be in effect from time to time and (ii) any agreement entered into by the Administrator (or any of its Affiliates) pursuant to the FATCA Regulations and the US FATCA or any of those equivalent laws, regulations or agreements (together, Tax Compliance Obligations). 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 (n) The Subscriber acknowledges that Client Data may be disclosed for this purpose directly to third parties, including the United States Internal Revenue Service (“IRS”), other foreign tax authorities, or the Fund’s domestic tax authority (including for the purpose of onward disclosure to the IRS or other foreign tax authorities). Tax authorities may hold Client Data for as long as permitted to do so under the laws of the jurisdiction of the tax authority and the Administrator may hold Client Data for as long as permitted under the laws applicable to the Administrator, including for the purpose of complying with Tax Compliance Obligations. Client Data will be transferred (in any medium or format) to the United States and other relevant foreign jurisdictions for the purposes set out above. (o) The Subscriber acknowledges that Mauritius has made a commitment for the implementation of the new global standard for automatic exchange of information furnished in this Agreement for tax purposes (the Common Reporting Standard (“CRS”) developed by the Company OECD). Mauritius has also signed (a) the Multilateral Competent Authority Agreement in October 2014 which provides for automatic exchange of information with other Early Adopter Competent Authorities; and (b) the Convention on Mutual Administrative Assistance (the “Convention”) on 23 June 2015. Formalities for the bringing into force of the Convention have been completed. (p) The Subscriber also understands that Mauritius has also brought necessary amendments to Subscriber or its advisers the Income Tax Act for the implementation of CRS. Accordingly, powers have been given to the Director-General of the MRA to require any person to establish, maintain and document such due diligence procedures as he may determine and to provide him with information of a specified description at such time and in connection such form and manner as he may determine. (q) Under CRS, Mauritian financial institutions will have to report annually to the MRA on the financial accounts held by non-residents for eventual exchange with relevant treaty partners. The first reporting period is scheduled to begin on 01 January 2017 for eventual exchange with the Offeringrelevant treaty partners by September 2018. (r) Under CRS financial institutions will have to carry out very similar due diligence procedures as under FATCA to identify reportable financial accounts on residence basis. A distinction is made between individual and entity accounts, is confidential between pre-existing and nonpublic new accounts as well as between low value and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company)high value accounts. The representations, warranties and agreements of Subscriber and understands that the Company contained herein and in any other writing delivered in connection Fund will have to comply with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.these requirements

Understandings. The undersigned Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before the Initial Closing Date or any Additional Closing Dates, as the case may be, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. 8.2 Except as set forth in paragraph 8.1 above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 8.3 No federal Federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common Shares. 8.3 8.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Subscriber hereinQuestionnaire. 8.4 8.5 There can be no assurance that the undersigned will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber The undersigned acknowledges that the information furnished in this Agreement by the Company to Subscriber the undersigned or its advisers in connection with the Offering, is are confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber the undersigned for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . 8.7 The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common Shares. 8.8 IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ON REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 8.9 The offering and sale of the Shares is intended to be exempt from registration under the securities laws of certain U.S. states. A purchaser residing in one or more of the following states shall note the language set forth below, which is required to be included in this Agreement by the securities laws of those states. The purchaser must note that there are restrictions on transfer of all Shares. ALL STATES: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Understandings. Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 8.1. Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company and Placement Agent pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 8.2. No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesStock. 8.3 8.3. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinherein and in Subscriber Questionnaire. 8.4 8.4. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder... 8.5 No person or entity acting on behalf, or under 8.5. The Placement Agent will receive compensation from the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission Company in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company to Subscriber or its advisers with the agreements entered into in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and Placement Agent will not supervise or participate in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as operation or management of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.the

Understandings. The Subscriber understands, acknowledges understands and agrees with to the following: (a) This subscription may be accepted or rejected, in whole or in part, by the Company. The Company reserves the right to close the subscription books at any time without notice. If the Subscriber’s subscription for Shares is rejected, any funds paid by the Subscriber and received by the Company will be returned, without interest less certain related costs, to the Subscriber as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice soon as practicable. In the case of acceptance from the Company pursuant to Section 1.3rejection in part, the Subscription funds paid with respect to the rejected part will be so returned. (b) This subscription and each agreement made by the Subscriber hereunder, are and shall be irrevocable; provided that the Subscriber shall have no obligations hereunder if this subscription is irrevocable by Subscriberfor any reason rejected (but, thatif this subscription is rejected in part, except as required by law or as permitted under Section 6.1 above, Subscriber is not entitled only with respect to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this the portion so rejected). This Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective Subscriber’s heirs, executors, administrators, successors, legal representatives successors and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal (c) The Subscriber’s right to redeem Shares may be restricted or state agency suspended for the reasons and in the manner set forth in the Memorandum. (d) There is no secondary public market for the Shares, and it is not likely that such a secondary public market will develop. It may be difficult or even impossible for the Subscriber to sell its Shares. Shares may be hypothecated, pledged, sold or transferred by the Subscriber only in accordance with the Company’s Bye-Laws and with the prior written consent of the Company. (e) The Company intends to retain its earnings. (f) The Company has made the right to have the Subscriber’s Shares involuntarily redeemed for any findings or determination as reason. (g) The Subscriber understands that the discussion of tax consequences arising from an investment in the Shares set forth in the Memorandum is general in nature and the tax consequences to the fairness Subscriber of the terms Subscriber’s investment in the Shares depends upon the Subscriber’s particular circumstances. The Subscriber has received no advice from the Company or the Investment Manager with respect to the tax consequences of this Offering for an investment nor any recommendations or endorsement of in the Common Shares. 8.3 (h) Investment in the Shares is speculative and involves significant risks including, but not limited to, those specified in the Memorandum. The Offering is intended to Investment Manager, the Trading Advisors and their principals and their affiliates may effect transactions for their own accounts or other customers’ accounts which may be exempt from registration under in conflict with the Securities Act by virtue of Section 4(2) best interests of the Securities Act Company. (i) The Company will redeem Shares only at the then prevailing Net Asset Value per Share subject to the restrictions and conditions set forth in the Memorandum. (j) The Subscriber hereby authorizes the Company to enter into, execute and deliver the Investment Management Agreement and the provisions Trading Advisor Agreement and to pay the management and incentive fees provided for therein. The incentive fees payable to the Trading Advisor may create an incentive for the Trading Advisor to make investments that are more speculative or subject to a greater risk of Rule 506 of Regulation D thereunderloss than would be the case if no such incentive fee arrangements existed, and the incentive fees, if paid, could result in fees payable to the Trading Advisor which is in part dependent upon the truth, completeness are greater than fees normally paid to other investment managers and accuracy of the statements made by Subscriber hereintrading advisors for similar services. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2(k) of the Securities Act The Subscriber understands and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by Investment Manager and the Trading Advisor act only as the investment manager to the Company and does not act as an investment manager or trading advisor to the Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Sharesshareholder.

Understandings. The Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion, at any time before the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. The Company may terminate this Offering at any time in its sole discretion. Neither the execution of this Agreement nor the solicitation of the investment contemplated hereby shall create any obligation of the Company to accept any subscription or complete the Offering. The Company is not required to accept any minimum number of subscriptions before conducting a Closing. (b) The Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (c) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Memorandum or as to the suitability of this the Offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 (e) There can be no assurance that the Subscriber will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 (f) The Subscriber acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Memorandum is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by the Subscriber and neither used by Subscriber for the Subscriber's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereofliterature, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). In addition, the Subscriber may disclose any information as may be required by law or applicable legal process; provided, however, to the extent permitted by law or applicable legal process, the Subscriber shall provide the Company at least five business days prior written notice before making any such disclosure. (g) The representations, warranties and agreements of the Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the Closing Date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company and the Placement Agent as follows: 8.1 Subscriber (1) This Subscription may be rejected, in whole or in part, by the Company or the Placement Agent, in the sole and absolute discretion of either of them, at any time before the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. The Company may terminate this Offering at any time in its sole discretion. The execution of this Agreement or solicitation of the investment contemplated hereby shall create no obligation of the Company to accept any subscription or complete the Offering. (2) Except as set forth in Section C(1) above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns; provided, however, that the Company has received commitment and funds for the minimum amount required for closing as described in the Memorandum. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments acknowledges herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Memorandum or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 (5) There is no public or other market for the Shares and no such public or other market may ever develop. There can be no assurance that the undersigned will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The undersigned acknowledges that the information furnished contained in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, Memorandum is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . (7) The undersigned acknowledges that the foregoing restrictions on the undersigned's use and disclosure of any such confidential, non-public information contained in the Memorandum restricts the undersigned from trading in the Company's securities to the extent such trading is based on such confidential, non-public information. (8) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date sale of such Subscription the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement agreement and the purchase of the Common Shares. (9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent. (10) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (11) THE SHARES OFFERED HEREBY MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (12) For Residents of Arkansas: THE SHARES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-42-504(a)(14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SHARES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THE SHARES OFFERED HEREBY, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (13) For Residents of California: THE SALE OF THE SHARES WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS SUBSCRIPTION AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. (14) For Residents of Connecticut: THESE SHARES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SHARES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (15) For Residents of Florida: THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT (THE "FLORIDA ACT") AND WILL BE OFFERED AND SOLD PURSUANT TO AN EXEMPTION UNDER SECTION 517.061 OF THE FLORIDA ACT. ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE OF ANY OF THE SHARES WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANIES, AN AGENT OF THE COMPANIES, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. (16) For Residents of Georgia: THE UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS (i) THAT THE SHARES SUBSCRIBED FOR HEREBY WILL BE ISSUED OR SOLD IN RELIANCE ON PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND (ii) THAT THE CERTIFICATES REPRESENTING THE SHARES SUBSCRIBED FOR HEREBY WILL CONTAIN A LEGEND TO SUCH EFFECT. (17) For Residents of Missouri: THE UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS (i) THAT THE SHARES SUBSCRIBED FOR HEREBY ARE NOT REGISTERED UNDER THE MISSOURI UNIFORM SECURITIES ACT AND MAY BE DISPOSED OF ONLY THROUGH A LICENSED BROKER-DEALER AND (ii) THAT IT IS A FELONY TO SELL SHARES IN VIOLATION OF THE MISSOURI SECURITIES ACT. (18) For Residents of New York: THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (19) For Residents of Pennsylvania: EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THE SHARES BEING OFFERED HEREBY AGREES NOT TO SELL THESE SHARES FOR A PERIOD OF TWELVE MONTHS AFTER THE DATE OF PURCHASE. UNDER PROVISION OF THE PENNSYLVANIA SECURITIES ACT OF 1972, EACH PENNSYLVANIA RESIDENT SHALL HAVE THE RIGHT TO WITHDRAW HIS OR HER ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE ISSUER WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE COMPANY OF THIS SUBSCRIPTION AGREEMENT. TO ACCOMPLISH THIS WITHDRAWAL A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER AT THE ADDRESS SET FORTH IN THE TEXT HEREOF, INDICATING HIS OR HER INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE REQUEST IS MADE ORALLY (IN PERSON OR BY TELEPHONE, TO THE ISSUER AT THE NUMBER LISTED IN THE TEXT HEREOF), A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

Understandings. The Subscriber understands, acknowledges and agrees with the Company Seller as follows: 8.1 (a) This Subscription may be rejected, in whole or in part, by the Seller in its sole and absolute discretion, at any time before the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned’s Subscription. The Seller may terminate this Offering at any time in its sole discretion. The execution of this Agreement or solicitation of the investment contemplated hereby shall create no obligation of the Seller to accept any subscription or complete the Offering. (b) Except as set forth in Section 6(a) above, the Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (c) No federal or state agency has made any findings finding or determination as to the fairness of the terms suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (d) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 (e) There is only a limited public market for the Common Stock. There can be no assurance that the Subscriber will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 (f) The Subscriber acknowledges that certain of the information furnished in this Agreement by the Company disclosed to Subscriber or its advisers in connection with the Offering, pursuant to Section 4(c) hereof is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by the Subscriber and neither used by Subscriber for Subscriber's its personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereofliterature, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the CompanySeller). In addition, the Subscriber may disclose any information as may be required by law or applicable legal process; provided, however, to the extent permitted by law or applicable legal process, the Subscriber shall provide the Seller at least five business days prior written notice before making any such disclosure. (g) The representations, warranties and agreements of the Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the date of the Closing Date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 10.1 The parties hereby acknowledges acknowledge and agrees that agree that, except as otherwise noted herein, upon acceptance from the Company, and in the case of Subscriber, upon notice of acceptance from the Company pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriberthe parties, that, except as required by law or as permitted under Section 6.1 above, Subscriber is the parties are not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the parties hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns.. 5490018v.2 7 8.2 10.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesShares and Warrants. 8.3 10.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 10.4 It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 10.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's’s, finder's ’s or similar fee or commission in connection with this Subscription. 8.6 10.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's ’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's ’s legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Shares and Warrants. 10.7 IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES AND WARRANTS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 10.8 Subscriber agrees that, as long as Subscriber owns any of the Shares of Warrants, Subscriber will not hold a net-short position in the Common SharesStock.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company and the Placement Agents as follows: 8.1 Subscriber (1) The Company may terminate this Offering at any time in its sole discretion. The execution of this Agreement by the undersigned or solicitation of the investment contemplated hereby shall create no obligation of the Company to accept any subscription or complete the Offering in the event that the Company does not receive the Minimum Offering Amount. (2) Except as set forth in Section D(1) above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns; provided, however, that the Company has received commitment and funds for the Minimum Offering Amount. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments acknowledges herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common SharesUnits. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 (5) There is no public or other market for the Units and no such public or other market may ever develop. There can be no assurance that the undersigned will be able to sell or dispose of the Units. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber (6) The undersigned acknowledges that the information furnished contained in this Agreement by and the Company to Subscriber or its advisers in connection with the Offering, Term Sheet is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), subscription) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this confidentiality obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . (7) The undersigned acknowledges that the foregoing restrictions on the undersigned's use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the undersigned from trading in the Company's securities to the extent such trading is based on such confidential, non-public information. (8) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date sale of such Subscription the Units as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement agreement and the purchase of the Common SharesUnits. (9) Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent. (10) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (11) THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. (12) For Residents of California: THE SALE OF THE SHARES WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS SUBSCRIPTION AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. (13) For Residents of Connecticut: THESE SHARES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SHARES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (14) For Residents of New York: THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before the Initial Closing Date or any Additional Closing Dates, as the case may be, notwithstanding prior receipt by Subscriber of notice of acceptance of Subscriber’s Subscription. 8.2 Except as set forth in paragraph 8.1 above, Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 8.3 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesSecurities. 8.3 8.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinherein and in Subscriber Questionnaire. 8.4 8.5 There can be no assurance that Subscriber will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 8.6 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's’s, finder's ’s or similar fee or commission in connection with this Subscription. 8.6 8.7 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is are confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's ’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). . 8.8 The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares. 8.9 IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ON REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 8.10 The offering and sale of the Securities is intended to be exempt from registration under the securities laws of certain U.S. states. If Subscriber resides in one of the following states it shall note the language set forth below, which is required to be included in this Agreement by the securities laws of such state. Subscriber must note that there are restrictions on transfer of the Securities. ALL STATES: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. TEXAS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS OF TEXAS AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Understandings. The Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 (a) The Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by the Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder hereunder, and that this Subscription Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (b) No federal or state agency has made any findings finding or determination as to the fairness accuracy or adequacy of the terms Memorandum or as to the suitability of this Offering offering for investment nor any recommendations recommendation or endorsement of the Common Shares. 8.3 (c) The Offering is intended to be exempt from registration under Regulation D promulgated under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunderAct, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. 8.4 (d) There is only a limited public market for the Common Stock. There can be no assurance that the Subscriber will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of Regulation D promulgated under the Securities Act and Regulation DAct, any transferee maywill, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (ie) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of the Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the date of the Closing Date of such Subscription the sale of the Shares as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.

Understandings. Subscriber Investor understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 6.1 Investor hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription Offering hereunder is irrevocable by SubscriberInvestor, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber Investor is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber Investor and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber Investor is more than one person, the obligations of Subscriber Investor hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 6.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesUnits. 8.3 The Offering is intended 6.3 There can be no assurance that Investor will be able to be exempt from registration under the Securities Act by virtue of Section 4(2) sell or dispose of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinUnits. 8.4 It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 6.4 No person or entity acting on behalf, or under the authority, of Subscriber Investor is or will be entitled to any broker's, finder's or similar fee or commission in connection with this SubscriptionOffering. 8.6 Subscriber 6.5 Investor acknowledges that the information furnished in this Agreement by the Company to Subscriber Investor or its advisers in connection with Investor's purchase of the Offering, Units is confidential and nonpublic nonpublic, and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber Investor and neither used by Subscriber Investor for SubscriberInvestor's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). . 6.6 The representations, warranties and agreements of Subscriber and the Company Investor contained herein and in any other writing delivered in connection with the Offering this Subscription shall be true and correct in all material respects on and as of the Closing Date date of such Subscription the sale of the Units to Investor as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesUnits by Investor.

Understandings. Subscriber Each of the Purchasers understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3(1) No federal, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law state or as permitted under Section 6.1 above, Subscriber is not entitled to cancel, terminate foreign agency or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 No federal or state agency authority has made any findings finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common SharesSecurities. Any representation to the contrary is a criminal offense. In making an investment decision, the Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. 8.3 (2) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section Sections 4(2) and 4(6) of the Securities Act and the provisions of Rule 506 of Regulation D and the provisions of Regulation S thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe Purchaser herein and in the Purchaser Questionnaire. 8.4 (3) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act Act, Regulation D and Regulation DS, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf(4) The Securities purchased hereunder by any Purchaser who is not a US Person under Regulation S are subject to the conditions listed under Section 903(b)(3), or under the authorityCategory 3, of Subscriber is or will Regulation S. Under Category 3, Offering Restrictions (as defined under Regulation S) must be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers place in connection with the Offeringoffering and additional restrictions are imposed on resales of the Securities as described below. Prior to six months after the later of (1) the time when the Securities are first offered to persons other than distributors in reliance upon Regulation S or (2) the date of closing of the Offering (the "Compliance Period"), each Purchaser who is confidential not a US Person: (a) certifies that it is not a US Person and nonpublic is not acquiring the securities for the account or benefit of any US Person or is a US Person who purchased securities in a transaction that did not require registration under the Securities Act; (b) agrees to resell such Securities only in accordance with the provisions of Rule 144 (if available) or Regulation S, or pursuant to registration under the Securities Act, and agrees to not engage in hedging transactions with regard to the Securities, directly or indirectly, unless in compliance with the Securities Act; (c) acknowledges that all such written information which the Purchaser has been notified that it is material subject to the same restrictions on offers and not yet publicly disseminated by sales that apply to a distributor; (d) agrees that the Company shall will be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed required to refuse to register any third party, except Subscriber's legal and other advisers who shall be advised transfer of the confidential nature Securities not made in accordance with the provisions of such information, for any reason; provided, however, that this obligation shall not apply to any such information that Rule 144 (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provisionif available) or Regulation S, or pursuant to registration under the Securities Act; and (iiie) any certificates evidencing the Securities will contain a legend to the effect that transfer is received from third parties (prohibited except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into accordance with the Company). The representations, warranties and agreements of Subscriber and restrictions set forth in (b) above during the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common SharesCompliance Period.

Understandings. Subscriber The undersigned understands, acknowledges and agrees with the Company Company, the Placement Manager and each Selected Dealer as follows: 8.1 Subscriber (1) This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before a Closing Date notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's Subscription. (2) Except as set forth in paragraph C(1) above, the undersigned hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription subscription hereunder is irrevocable by Subscriberthe undersigned, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of Subscriber the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the undersigned and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber the undersigned is more than one person, the obligations of Subscriber the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 (3) No federal or state agency has made any findings finding or determination as to the accuracy or adequacy of the information provided by the Company to the undersigned in connection with the Offering, or as to the fairness of the terms of this the Offering for investment nor any recommendations recommendation or endorsement of the Common SharesUnits. 8.3 (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinthe undersigned herein and in the Questionnaire. 8.4 It is understood that in order not to jeopardize (5) The Placement Manager and the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 No person or entity acting on behalf, or under the authority, of Subscriber is or Selected Dealers will be entitled to any broker's, finder's or similar fee or commission receive compensation in connection with this Subscription. 8.6 Subscriber acknowledges that the information furnished in this Agreement Offering but none of them is guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company to Subscriber or its advisers Company, with the agreements entered into in connection with the Offering, and none of them will supervise or participate in the operation or management of the Company. (6) The undersigned acknowledges that the information as to the Offering is confidential and nonpublic non-public and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber the undersigned and neither used by Subscriber the undersigned for Subscriberthe undersigned's personal benefit (other than in connection with this Subscription), ) nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement Subscription Agreement entered into with the Company). . (7) The representations, warranties and agreements of Subscriber and the Company undersigned contained herein and in any other writing delivered in connection with the Offering transactions contemplated hereby shall be true and correct in all material respects on and as of the Closing Date of such Subscription the sale of the Units as if made on and as of the such date the Company executes this Agreement and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common SharesUnits. (8) IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE OFFERING OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (9) THE SECURITIES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Understandings. Subscriber understands, acknowledges and agrees with the Company and the Placement Agent as follows: Section 16.1 This Subscription may be rejected, in whole or in part, by the Company, in its sole and absolute discretion, at any time before the Initial Closing Date or any Additional Closing Dates, as the case may be, notwithstanding prior receipt by Subscriber of notice of acceptance of Subscriber's Subscription. Section 16.2 Except as set forth in paragraph 8.1 above, Subscriber hereby acknowledges and agrees that upon notice of acceptance from the Company pursuant to Section 1.3, the Subscription hereunder is irrevocable by Subscriber, that, except as required by law or as permitted under Section 6.1 abovelaw, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 Section 16.3 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Securities or the Underlying Common SharesStock. 8.3 Section 16.4 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber hereinherein and in Subscriber Questionnaire. 8.4 Section 16.5 There can be no assurance that Subscriber will be able to sell or dispose of the Securities or the Underlying Common Stock. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 Section 16.6 The Placement Agent will receive compensation in connection with the Offering but is not guaranteeing or assuming responsibility for the operation or possible liability of the Company, including, without limitation, compliance by the Company with the agreements entered into in connection with the Offering, and the Placement Agent will not supervise or participate in the operation or management of the Company. Section 16.7 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Subscription. 8.6 Section 16.8 Subscriber acknowledges that the information furnished in this Agreement by the Company or the Placement Agent to Subscriber or its advisers in connection with the Offering, is are confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's legal and other advisers who shall be advised of the confidential nature of such information, party for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Common Shares.and

Understandings. Subscriber understands, acknowledges and agrees with the Company as follows: 8.1 Subscriber 10.1 The parties hereby acknowledges acknowledge and agrees that agree that, except as otherwise noted herein, upon acceptance from the Company, and in the case of Subscriber, upon notice of acceptance from the Company pursuant to Section 1.31.4, the Subscription hereunder is irrevocable by Subscriberthe parties, that, except as required by law or as permitted under Section 6.1 above, Subscriber is the parties are not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber the parties hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. 8.2 10.2 No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment nor any recommendations or endorsement of the Common SharesShares and Warrants. 8.3 10.3 The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein. 8.4 10.4 It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the Securities Act and Regulation D, any transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. 8.5 10.5 No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker's’s, finder's ’s or similar fee or commission in connection with this Subscription. 8.6 10.6 Subscriber acknowledges that the information furnished in this Agreement by the Company to Subscriber or its advisers in connection with the Offering, is confidential and nonpublic and agrees that all such written information which is material and not yet publicly disseminated by the Company shall be kept in confidence by Subscriber and neither used by Subscriber for Subscriber's ’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except Subscriber's ’s legal and other advisers who shall be advised of the confidential nature of such information, for any reason; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription agreement entered into with the Company). The representations, warranties and agreements of Subscriber and the Company contained herein and in any other writing delivered in connection with the Offering shall be true and correct in all material respects on and as of the Closing Date of such Subscription as if made on and as of the date the Company executes this Agreement and shall survive the execution and delivery of this Agreement and the purchase of the Shares and Warrants. 10.7 IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES AND WARRANTS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 10.8 Subscriber agrees that, as long as Subscriber owns any of the Shares of Warrants, Subscriber will not hold a net-short position in the Common SharesStock.