FORMOF TWO-YEAR SUBSCRIPTION AND LOCK-UP AGREEMENT

 

i.   _____

Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any 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; any 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; any 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 employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning 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 adviser, 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;

 

ii. _____

Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

 

iii. _____

Any organization described in section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

 

iv. _____

Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

 

v.  _____

Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

 

vi. _____

Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

 

vii. _____

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 Rule 506(b)(2)(ii); or

 

viii. _____

Any entity in which all of the equity owners are accredited investors.

 

(i)

I have received the Agreement of Merger and Plan of Reorganization, have carefully reviewed it and the exhibits attached thereto and documents referenced therein, and understand and have relied on the information contained therein and information otherwise provided to me in writing by the Company relating to the Agreement of Merger and Plan of Reorganization;

 

(ii)

I understand and acknowledge that all documents, records and books pertaining to the Agreement of Merger and Plan of Reorganization have been made available by the Company for inspection by the undersigned's attorney(s), accountant(s) and/or other advisors;

 

(iii)

I and/or my advisor(s) have had a reasonable opportunity to review all publicly available information concerning the Company, including the Agreement of Merger and Plan of Reorganization, ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Agreement of Merger and Plan of Reorganization and the Company, and hereby acknowledge that all such questions have been answered to my full satisfaction;

 

(iv)

No oral or written representations have been made or oral or written information furnished to mr or my advisor(s) in connection with the Agreement of Merger and Plan of Reorganization, which were in any way inconsistent with the information stated in the Agreement of Merger and Plan of Reorganization;

 

(v)

I am not engaging the share exchange as a result of any advertisement, article, notice, press release or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or any solicitation of a subscription by a person not previously known to me in connection with investments in securities generally;

 

(vi)

If I am a natural person, I have reached the age of majority in the state in which I reside, have adequate means of providing for my current needs and personal contingencies, am able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, have no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment;

 

(vii)

I have, or together with my advisor(s) have, such knowledge and experience in financial, tax and business matters so as to enable me to utilize the information made available to me in connection with the Share Exchange in order to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto;

 

(viii)

I am not relying on the Company with respect to the tax and other economic considerations of this investment.  In regard to such considerations, I have relied on the advice of, or has consulted with, only my own advisors;

 

(ix)

I am acquiring the Shares solely for my own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;

 

(x)

I will not sell or otherwise transfer the Shares without registration under the Act or an exemption therefrom and fully understand and agree that I must bear the economic risk of the Shares for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available; and

 

(xi)

I understand that the Company is under no obligation to register the Shares on behalf of me or to assist me in complying with any exemption from registration under the Act.