SUBSCRIPTION AGREEMENT

x $0.85 for each Share           =

Shares subscribed for

      Aggregate Purchase Price

1.

___

Individual

7.

___

Trust/Estate/Pension or Profit sharing Plan

Date Opened:______________

2.

___

Joint Tenants with Right of Survivorship

8.

___

As a Custodian for

________________________________

Under the Uniform Gift to Minors Act of the State of

________________________________

3.

___

Community Property

9.

___

Married with Separate Property

4.

___

Tenants in Common

10.

___

Keogh

5.

___

Corporation/Partnership/ Limited Liability Company

11.

___

Tenants by the Entirety

6.

___

IRA

_____________________________________________________________________________

Exact Name in Which Title is to be Held

_________________________________

Name (Please Print)

_________________________________

Name of Additional Purchaser

_________________________________

Residence: Number and Street

_________________________________

Address of Additional Purchaser

_________________________________

City, State and Zip Code

_________________________________

City, State and Zip Code

_________________________________

Social Security Number

_________________________________

Social Security Number

_________________________________

Telephone Number

_________________________________

Telephone Number

_________________________________

Fax Number (if available)

________________________________

Fax Number (if available)

_________________________________

E-Mail (if available)

________________________________

E-Mail (if available)

__________________________________

(Signature)

 

 

________________________________

(Signature of Additional Purchaser)

ACCEPTED this ___ day of _________ 2013, on behalf of the Company.

 

By:_________________________________

Name:

Title:

_____________________________________________________________________________

Name of Entity (Please Print)

Date of Incorporation or Organization:

State of Principal Office:

Federal Taxpayer Identification Number:

Office Address

 

City, State and Zip Code

____________________________________________

Telephone Number

 

____________________________________________

Fax Number (if available)

 

___________-_________________________________

E-Mail (if available)

 

By: _________________________________

Name:

Title:

[seal]

Attest: _________________________________

(If Entity is a Corporation)

__________

_______________________

_________________________________

Address

ACCEPTED this ____ day of __________ 2013, on behalf of the Company.

 

 

By: _________________________________

Name:

Title:

You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock (the “Shares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors.

You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Shares and its underlying securities in excess of $5,000,000.

You are a director or executive officer of the Company.

You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Shares.

You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year.

You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares and whose subscription for and purchase of the Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.

You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs.

 

____   ____ 

I/We understand that this investment is not guaranteed.

____   ____ 

I/We are aware that this investment is not liquid.

____   ____ 

I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering.

____   ____ 

I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification.  Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.)

 

 

___________________________________

Name of Purchaser  [please print]

___________________________________

Signature of Purchaser (Entities please

provide signature of Purchaser’s duly

authorized signatory.)

___________________________________

Name of Signatory (Entities only)

___________________________________

Title of Signatory (Entities only)

 

 

___________________________________

Name of Co-Purchaser  [please print]

___________________________________

Signature of Co-Purchaser

 

(a)

that I have reviewed the Subscription Agreement and forms of securities presented to me, and attachments (if any) thereto;

 

(b)

that the Subscription Agreement and attachments thereto have been fully completed and executed by the appropriate party; and

 

(c)

that the subscription will be deemed received by the Company upon acceptance of the Subscription Agreement.

Deposit securities from this offering directly to purchaser’s account?

[  ] Yes 

[  ] No

 

If “Yes,” please indicate the account number: _____________________________________