Form of Subscription Agreement

(A) 

The undersigned has sufficient liquid assets to sustain a loss of the undersigned’s entire investment.

(B) 

The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice.

(C) 

The undersigned has knowledge and experience in financial, investment, and business matters and is capable of evaluating the merits and risks of the prospective investment in the securities of the Company.  The undersigned has consulted with such independent legal counsel or other advisers as deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company.

(D) 

The undersigned represents that he or she (i) has adequate means of providing for current financial needs and possible personal contingencies and has no need for liquidity of investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time and (b) to sustain a complete loss of the entire amount of the subscription; and (iii) has not made an excessive overall commitment to investments that are not readily marketable.

(E) 

The undersigned understands that the offer and sale of the Common Stock is made without the use of an offering memorandum and the undersigned has been afforded the opportunity to ask questions of and receive answers from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished.  The undersigned has availed himself or herself of such opportunity to the extent considered appropriate to permit evaluation of the merits and risks of an investment in the Company.  It is understood that all documents, records, and books pertaining to this investment have been m ade available for inspection and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business.

(F) 

The undersigned acknowledges that the shares of Common Stock have not been registered under the Act in Reliance on an exemption for transactions by an issuer not involving a public offering and further understands that the undersigned is purchasing the Common Stock without being furnished any prospectus setting forth all of the information that may be required to be furnished under the Act.

(G) 

The shares of Common Stock being subscribed are being acquired solely for the account of the undersigned for personal investment and not with a view to, or for resale in connection with, any distribution.

(H) 

The undersigned represents and agrees that the undersigned will not sell, transfer, pledge, or otherwise dispose of or encumber the shares except pursuant to the applicable rules and regulations under the Act or applicable state securities laws; prior to any such sale, transfer, pledge, disposition, or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not required.

(I) 

The undersigned hereby agrees that the Company may insert the following or similar legend on the face of the Common Stock to be issued, if it is required to comply with the Act or state securities laws:

(A) 

All notices or other communications given or made hereunder shall be in writing and shall be mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned Suite 1200, 1000 N. West Street, Wilmington, Delaware, 19801.

(B) 

This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.

(i) 

The information contained herein is complete and accurate and may be relied upon by the Corporation and their advisers; and

(ii) 

The undersigned will notify the Corporation immediately of any material change in any such information occurring prior to the acceptance or rejection of its subscription.

1. 

Subscriber qualifies as an “accredited investor” pursuant to Rule 501(a) of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Subscriber’s meeting at least one of the requirements set forth below, as indicated by Subscriber’s initials to the right of the applicable subparagraph(s):

(c) 

The undersigned is a corporation or partnership, not formed for the specific purpose of acquiring the Interest, with total assets in excess of $5,000,000;

(d) 

The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code or a Massachusetts or similar business trust, not formed for the specific purpose of acquiring the Interest, with total assets in excess of $5,000,000;

(e) 

The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interest whose investments are directed by a sophisticated person as described in Rule 506(b)(2)(ii) as adopted by the Securities and Exchange Commission pursuant to the Securities Act:

(f) 

The undersigned is a director or an executive officer of the Corporation;

(g) 

The undersigned is a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; an insurance company as defined in Section 2(13) of the Securities Act; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its emp loyees, if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(h) 

The undersigned is a private business development company, as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; or

(i) 

The undersigned is an entity in which all of the equity owners meet the requirements of at least one of the above subparagraphs.

2. 

3. 

Subscriber Information