SUBSCRIPTION AGREEMENT

(a)

Accredited Investor. The Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act and as set forth in Exhibit A attached hereto and made a part hereof;

(b)

Experience. The Purchaser is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the purchase of the Securities;

(c)

Own Account. The Purchaser is purchasing the Securities as principal for its own account. The Purchaser is purchasing the Securities for investment purposes only and not with an intent or view towards further sale or distribution (as such term is used in Section 2(11) of the Securities Act) thereof, and has not pre-arranged any sale with any other purchaser and has no plans to enter into any such agreement or arrangement;

(d)

Exemption. The Purchaser understands that the offer and sale of the Securities is not being registered under the Securities Act or any state securities laws and is intended to be exempt from registration provided by Rule 506 promulgated under Regulation D and/or Section 4(2) of the Securities Act;

(e)

Importance of Representations. The Purchaser understands that the Units are being offered and sold to it in reliance on an exemption from the registration requirements of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such safe harbor and the suitability of the Purchaser to acquire the Units;

(f)

No Registration. The Units have not been registered under the Securities Act or any state securities laws and may not be transferred, sold, assigned, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available (including, without limitation, under Rule 144 of the Securities Act, as such rule may be amended, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect (“Rule 144”)). The Purchaser represents and warrants and hereby agrees that all offers and sales of the Units and the Securities shall be made only pursuant to such registration or to such exemption from registration;

(a)

Legality. The Company has the requisite corporate power and authority to take up and accept this Subscription and to issue, sell and deliver the Units; this Subscription and the issuance, sale and delivery of the Units hereunder and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by the Company; this Subscription and the Units have been duly and validly executed and delivered by and on behalf of the Company, and are valid and binding agreements of the Company, enforceable in accordance with their respective terms, except as enforceability may be limited by general equitable principles, bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws affecting creditors’ rights gener ally;

(b)

Proper Organization. The Company and its subsidiaries (“Subsidiaries”) are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdiction of incorporation and are duly qualified as a foreign corporation in all jurisdictions where the failure to be so qualified would have a materially adverse effect on their business, taken as whole;

(c)

No Legal Proceedings. Except as disclosed in the Memorandum, there is no action, suit or proceeding before or by any court or any governmental agency or body, domestic or foreign, now pending or to the knowledge of the Company, threatened, against or affecting the Company or its Subsidiaries, or any of their properties or assets, which might result in (i) a material adverse effect on the legality, validity or enforceability of this Subscription, the related Registration Rights Agreement or the Units (collectively, the “Transaction Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”);

8.1

(a)

The Placement Agent is hereby appointed, authorized and empowered to act, or to refrain from acting, as a representative, for the benefit of the Purchasers, as the exclusive agent and attorney-in-fact to act on behalf of the Purchasers, in connection with the exercise and enforcement of Purchasers’ rights under the Units, in accordance with the written consent of holders of a majority of the aggregate principal amount of outstanding Units as of the date of such consent (the “Requisite Holders”).

(b)

In connection with its appointment as the Purchasers’ representative hereunder, and in exercising or failing to exercise all or any of the powers conferred upon the Placement Agent hereunder, (i) the Placement Agent shall incur no responsibility whatsoever to any of the Purchasers by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with any other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Placement Agent shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Placement Agent pursuant to such advice shall in no event subject the Placement A gent to liability to any of the Purchasers. Each Purchaser shall indemnify, on a pro rata basis (based on their respective principal amount of Units (the “Contribution Amount”) at the time any claim, action, proceeding or investigation (a “Claim”) arose), the Placement Agent against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any Claims or in connection with any appeal thereof, relating to the acts or omissions of the Placement Agent hereunder, or under the Units or otherwise. The foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Placement Agent hereunder for its willful misconduct. In the event of any indemnification hereunder, upon written notice from the Placement Agent to the Purchasers as to the existence of a deficiency toward the payment of any such indemnification amount, each Purchaser shall promptly deliver to the Placement Agent full payment of his, her or its ratable share of the amount of such deficiency (based on their respective Contribution Amounts).

(c)

All of the indemnities, immunities and powers granted to the Placement Agent under this Agreement shall survive any termination of this Agreement and/or the retirement, conversion or cancellation of the Units.

(d)

The grant of authority provided for herein is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any of the Purchasers.

Print Name(s)

Social Security Number(s)

Signature(s) of Purchaser(s)

Signature

Date

Address

If the purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

Name of Partnership,

Federal Taxpayer

Corporation, Limited

Identification Number

Liability Company or Trust

By:

Name:

State of Organization

Title:

Date

Address

By:

 

Name:

Title:

A small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Company Act of 1958,

A business development company as defined in the Investment Company Act of 1940,

An insurance company as defined in Section 2(13) of the Securities Act,

An investment company registered under the Investment Company Act of 1940,

An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment advisor, or an employee benefit plan which has total assets in excess of $5,000,000,

A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940,

An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation or a partnership with total assets in excess of $5,000,000,

A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose net worth, or joint net worth together with his/her spouse, excluding the value of my/our primary residence, exceeds $1,000,000,

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D,

A natural person (as opposed to a corporation, partnership, trust or other legal entity) whose individual income was in excess of $200,000 in each of the two most recent years (or whose joint income with such person’s spouse was at least $300,000 during such years) and who reasonably expects an income in excess of such amount in the current year, or

A corporation, partnership, trust or other legal entity (as opposed to a natural person) and all of such entity’s equity owners fall into one or more of the categories enumerated above.

Name of Purchaser (Print)

Signature of Purchaser

Signature of Joint Purchaser (if any)

Capacity of Signatory (for entities)

Date