Form of Subscription Agreement for common stock

(i)  

Executed signature page to the Securities Purchase Agreement;

(ii)  

Completed Subscription Booklet;

(iii)  

Executed signature page to the Subscription Agreement;

(iv)  

Executed signature page to the Registration Rights Agreement; and

(v)  

A clear copy of subscriber’s passport or valid form of government issued identification

·  

Your Subscription Agreement is comprised of Section I through V of this Subscription Booklet and your signature page thereto is included as Section V of this Subscription Booklet.

·  

You as an individual or you on behalf of the subscribing entity are being asked to complete this Subscription Agreement so a determination can be made as to whether or not you (it) are qualified to purchase securities under applicable federal and state securities laws.

·  

·  

Your answers will be kept strictly confidential; however, by signing this Subscription Agreement, you will be authorizing the Company to present a completed copy of this Subscription Agreement (and any completed questionnaires and related information submitted by you in connection therewith) to such parties as they may deem appropriate in order to make certain that the offer and sale of the Units will not result in a violation of the Securities Act or of the securities laws of any state or of any other jurisdiction.

·  

This Subscription Agreement does not constitute an offer to sell or a solicitation of an offer to buy Units or any other security.

·  

All questions must be answered. If the appropriate answer is "None" or "Not Applicable," please state so. Please print or type your answers to all questions and attach additional sheets if necessary to complete your answers to any item. Please initial any correction.

·  

If the Units subscribed for are to be owned by more than one person, you and the other co-subscriber must each complete a separate Subscription Agreement (except if the co-subscriber is your spouse) and sign the Signature Page to this Subscription Agreement and the appropriate Signature Page to the Securities Purchase Agreement included as Section X. If your spouse is a co-subscriber, you must indicate his or her name and social security number.

·  

I understand that investment in the Units is an illiquid investment. In particular, I recognize that: (i) I must bear the economic risk of investment in the Units for an indefinite period of time, since the Units have not been registered under the Securities Act and therefore cannot be sold unless either they are subsequently registered under the Securities Act or an exemption from such registration is available and a favorable opinion of counsel for the Company to that effect is obtained (if requested by the Company); and (ii) no established market will exist and it is possible that no public market for the Units, or any part thereof or any security underlying any part thereof, will develop. I consent to the affixing by the Company of such legends on certificates representing the Units (or any part thereof) as any applicable federal or state securities law or any securities law of any other applicable jurisdiction may require from time to time.

·  

I represent that my investment objective is speculative in that I seek the maximum total return through an investment in a broad spectrum of securities, which involves a higher degree of risk than other investment styles and therefore my risk exposure is also speculative.

·  

I understand that the purchase price per Unit is exclusive of any costs incurred by me for legal, tax, accounting or financial advice, including fees paid to my purchaser representative, if any.

·  

The undersigned, if a corporation, partnership, trust or other form of business entity, (i) is authorized and otherwise duly qualified to purchase and hold the Units, (ii) has obtained such additional tax and other advice that it has deemed necessary, (iii) has its principal place of business at its residence address set forth in this Subscription Agreement, and (iv) has not been formed for the specific purpose of acquiring the Units (although this may not necessarily disqualify the subscriber as a purchaser). The persons executing the Subscription Agreement, as well as all other Agreements related to the Offering, represent that they are duly authorized to execute all such Agreements on behalf of the entity. (If the undersigned is one of the aforementioned entities, it agrees to supply any additional written information that may be required.)

·  

All of the information which I have furnished to the Company and which is set forth in the Subscription Agreement is correct and complete in all material respects as of the date of the Subscription Agreement. If any material change in this information should occur prior to my subscription being accepted, I will immediately furnish the revised or corrected information. I further agree to be bound by all of the terms and conditions of the Offering described in the Offering Memorandum and the Securities Purchase Agreement and the other documents and agreements related thereto. I am the only person with a direct or indirect interest in the Units subscribed for by this Subscription Agreement. I agree to indemnify and hold harmless the Company and its officers, directors and affiliates from and against all damages, losses, costs and expenses (including reasonable attorneys' fees) that they may incur by reason of the failure of the undersigned to fulfill any of the terms or conditions of this Subscription Agreement or by reason of any breach of the representations and warranties made by the undersigned herein or in any Agreement provided by the undersigned to the Company. This subscription is not transferable or assignable by me without the written consent of the Company. If more than one person is executing this Agreement, the obligations of each shall be joint and several and the representations and warranties contained in this Subscription Agreement shall be deemed to be made by, and be binding upon, each of these persons and his or her heirs, executors, administrators, successors and assigns. This subscription, upon acceptance by the Company, shall be binding upon my heirs, executors, administrators, successors and assigns. This Subscription Agreement shall be construed in accordance with and governed in all respects by the laws of the State of New York.

·  

Under penalties of perjury, I certify that (1) my taxpayer identification number shown in this Subscription Agreement is correct and (2) I am not subject to backup withholding because (a) I have not been notified that I am subject to backup withholding as a result of a failure to report all interest and dividends or (b) the Internal Revenue Service has notified me that I am no longer subject to backup withholding. (If you have been notified that you are subject to backup withholding and the Internal Revenue Service has not advised you that backup withholding has been terminated, strike out item (2) in the sentence directly above.)

The acceptance of my application together with the appropriate remittance will not breach any applicable money laundering rules and regulations and I undertake to provide verification of my identity reasonably satisfactory (on a confidential basis) to the Company promptly on request. I acknowledge that due to money laundering requirements operating within their respective jurisdictions, the Company may require further identification of me/us before applications can be processed. The Company shall be held harmless and indemnified by me against any loss arising from the failure to process this application if such information as has been reasonably required from me has not been provided by me.

I understand that the Subscription Agreement and the Securities Purchase Agreement relating to the Offering will be irrevocable, and unless the subscription is rejected or withdrawn, I will become an investor in this Offering.  I understand that the Company or the Placement Agent may reject subscriptions for failure to conform to the requirements of the Offering, insufficient documentation, oversubscription of the Offering, or any other reason whatsoever, as the Company and the Placement Agent, in their sole discretion, may determine.

Name of Applicant, Custodian, Corporation, Trust or Beneficiary

Male or Female

Date of Birth

Soc. Sec./Tax ID #

Please check here if this Soc. Sec/Tax ID # is responsible for taxes. We will report this number to the IRS.

Name of Joint Tenant or Trustee (if applicable)

Male or Female

Date of Birth

Soc. Sec./Tax ID #

Please check here if this Soc. Sec/Tax ID # is responsible for taxes. We will report this number to the IRS.

Name of Additional Trustee (if applicable)

 

 

 

 

 

(a)

Are you a broker-dealer?

 

Note:

If yes, the staff of the Securities and Exchange Commission has indicated that you should be identified as an underwriter in the Registration Statement.

 

(b)

Are you an affiliate of a broker-dealer?

 

(c)

If you are an affiliate of a broker-dealer, do you certify that you bought the Units in the ordinary course of business, and at the time of the purchase of the Units (the securities underlying which will be registrable under the Registration Rights Agreement (the “Registrable Securities”), you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

 

Note:

If your response to the foregoing question is “No”, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement relating to the Registrable Securities.

 

State any exceptions here:

1.    

Has the subscribing entity been formed for the specific purpose of investing in the Units?  _____________ (yes/no)

 

 

 

 

Argentina

Germany

Liechtenstein

Spain

Australia

Gibraltar

Luxembourg

Switzerland

Bermuda

Guernsey

Mexico

Turkey

Belgium

Hong Kong

Netherlands

United Kingdom

Brazil

Iceland

New Zealand

United States

British Virgin Islands

Ireland

Norway

Canada

Isle of Man

Panama

Denmark

Italy

Portugal

Finland

Japan

Singapore

France

Jersey

Sweden

3.

If subscription monies were transferred to the Company from any country other than on the "Approved Country List" (see above), please provide the following documentation to the Company (all copies should be in English and certified as being "true and correct copies of the original" by a notary public of the jurisdiction of which you are resident).

(i)  

A clear copy of individual’s passport or valid form of government issued identification (e.g., driver’s license) providing evidence of name, signature, date of birth and photographic identification;

(ii)  

evidence of permanent address; and

(iii)  

where possible, a reference from a bank with whom the individual maintains a current relationship and has maintained such relationship for at least two years.

(i)  

a copy of its certificate of incorporation and any change of name certificate;

(ii)  

a certificate of good standing;

(iii)  

a register or other acceptable list of directors and officers;

(iv)  

a properly authorized mandate of the company to subscribe in the form, for example, of a certified resolution which includes naming authorized signatories;

(v)  

a description of the nature of the business of the company;

(vi)  

identification, as described above for individuals, for at least two directors and authorized signatories;

(vii)  

a register of members or list of shareholders holding a controlling interest; and

(viii)  

identification, as described above, for individuals who are beneficial owners of corporate shareholders which hold 10% or more of the capital share of the company.

(i)  

a copy of any certificate of registration and a certificate of good standing, if registered;

(ii)  

identification, as described above, for individuals and, where relevant, companies constituting a majority of the partners, owners or managers and authorized signatories;

(iii)  

a copy of the mandate from the partnership or business authorizing the subscription in the form, for example, of a certified resolution which includes naming authorized signatories; and

(iv)  

a copy of constitutional documents (formation and partnership agreements).

 

(i)  

identification, as described above, for individuals or companies (as the case may be) in respect of the trustees;

(ii)  

identification, as described above for individuals, of beneficiaries, any person on whose instructions or in accordance with those wishes the trustee/nominee is prepared or accustomed to act and the settlor of the trust; and

 

(iii)  

evidence of the nature of the duties or capacity of the trustee.

Print name of individual subscriber, custodian, corporation,
person, trustee

 

 

 

Signature of individual subscriber, authorized person,
authorized trustee

 

 

 

Print name of co-subscriber, authorized person,
co-trustee if required by trust instrument

 

 

 

Signature of co-subscriber, authorized person,
co-trustee if required by trust instrument