SECURITIES PURCHASE AGREEMENT

PLASTINUM POLYMER TECHNOLOGIES CORP.

Authorization. Subject to the terms and conditions in this Annex I, the Company has authorized the sale of up to 120,000 shares of Series B Convertible Preferred Stock.

Agreement to Sell and Purchase the Preferred Shares and Warrants; Subscription; Date.

At the Closing (as defined in Section 2), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the Preferred Shares.

At the Closing, the Company shall issue to Investor a warrant (the “Warrant”) to purchase such number of shares of the Company’s Common Stock (“Conversion Shares”) equal to 30% of the shares issuable upon conversion of the Preferred Shares at the initial conversion price thereof. The exercise price per Warrant Share for the Warrant shall equal $0.57. The Warrant shall not become exercisable until the first day after the expiration of six months after the Closing. The form of Warrant is attached hereto as Exhibit B. The Warrant and the Preferred Shares are collectively referred to herein as the “Securities.”

The Company is entering into a substantially similar form of Securities Purchase Agreement, including these Terms and Conditions, with the other investors listed along with the Investor (the “Other Investors”). (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and the Securities Purchase Agreement to which these Terms and Conditions are attached and the securities purchase agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Purchase Agreements.”)

Delivery at Closing. The completion of the purchase and sale of the Securities (the “Closing”) shall occur no later than November 6, 2007 (the “Closing Date”), at the offices of Westerman Ball Ederer Miller & Sharfstein LLP, 170 Old Country Road, Mineola, NY 11501, USA, the Company’s counsel, it being understood however, that additional Closings of the sale of Preferred Shares (“Additional Closings”) may occur from time to time within 120 days of the initial Closing Date. At the Closing, the Company shall deliver to the Investor (i) one or more certificates representing, in the aggregate, the Preferred Shares and the Warrant, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Securities Purchase Agreement, in the name of a nominee designated by the Investor. If neither the Investor nor a representative of Investor is present at the Closing to take physical delivery of the certificates, then delivery shall be deemed made at Closing by the transmission of a facsimile of the certificates to the Investor (or nominee designated by the Investor) followed by delivery by a nationally recognized overnight express courier.

other than with respect to the occurrence of any Additional Closings, completion of the purchases and sales under the Agreements with the Other Investors; and

the accuracy of the representations and warranties made by the Investors and the fulfilment of those undertakings of the Investors to be fulfilled prior to the Closing.

the representations and warranties of the Company set forth herein shall be true and complete as of the Closing Date in all material respects;

the Investor shall have received such documents as the Investor shall reasonably have requested;

the Company shall not have experienced a Material Adverse Change (as defined in paragraph 4.11);

the Company shall have delivered to the Investor a certificate of its Chief Executive Officer dated as of the Closing Date certifying (i) that the representations and warranties of the Company remain true as of the Closing Date, (ii) that the Company has performed all covenants in the Agreements to be performed by it on or prior to Closing Date, (iii) that the Company has not experienced a Material Adverse Change, (iv) that the Common Stock has not been suspended from trading on the Over-the-Counter Bulletin Board (“OTCBB”), and (v) that the Company is not subject to a stop order of the Securities and Exchange Commission (the “SEC”) or any state securities agency;

together with the sale of Preferred Shares pursuant to this Agreement, the Company shall have received from Investors at least $1,750,000 from the sale of Preferred Shares; and

the Company shall have executed and delivered a counterpart copy of the Registration Rights Agreement referred to in Section 7.1.

Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the Investor, as follows:

Subsidiaries; Organization. All of the subsidiaries of the Company (the “Subsidiaries”) are set forth on Schedule 4.1(a). Each of the Company and the Subsidiaries is duly organized and validly existing and is in good standing under the laws of the jurisdiction of its organization. Each of the Company and the Subsidiaries has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and as described in Company’s SEC Documents (as defined in paragraph 4.4), and is registered or qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect upon the business, condition (financial or otherwise), business prospects, properties or operations of the Company and its Subsidiaries, considered as one enterprise (“Material Adverse Effect”), and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.

Non-Contravention. The execution and delivery of the Transaction Documents by the Company, the issuance and sale of the Preferred Shares and Warrants to be sold by the Company under the Agreements, the fulfilment of the terms of the Agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (A) conflict with or constitute a violation of, or default or require notice or consent (with the passage of time or otherwise) under (i) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or their respective properties are bound, (ii) the charter, by-laws or other organizational documents of the Company or any of the Subsidiaries, or (iii) any material law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any of the Subsidiaries or their respective properties, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of the Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States is required for the execution and delivery of the Transaction Documents by the Company and the valid issuance and sale of the Preferred Shares to be sold by the Company pursuant to the Agreements, other than such as have been made or obtained, and except for any post-closing securities filings or notifications required to be made under federal or state securities laws.

Reporting Status. The Company has filed in a timely manner all documents that the Company was required to file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the 12 months preceding the date of this Agreement, including all certifications and statements required by (x) 13a-14 or 15d-14 under the Exchange Act or (y) 18 USC 1350 (Section 906 of Sarbanes Oxley Act) (such filings, including all exhibits, supplements and amendments thereto, the “SEC Documents”). The SEC Documents and all other materials filed with the Securities and Exchange Commission (the “SEC”) during such period complied in all material respects with the SEC’s requirements as of their respective filing dates, and the information contained therein as of the dates thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading.

Capitalization. The capitalization of the Company as of September 30, 2007 is as set forth on Schedule 4.5. All outstanding shares are duly authorized, validly issued and are fully paid and nonassessable. None of the outstanding shares has been offered or issued in violation of federal or state securities laws, or in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. The Company has not issued any capital stock since June 30, 2006 other than pursuant to (i) employee benefit plans disclosed in the SEC Documents, or (ii) outstanding warrants, options or other securities disclosed in the SEC Documents. The Preferred Shares to be issued on the date hereof, when issued in compliance with the provisions of the Agreements, including without limitation payment in full of the consideration therefor, will be duly authorized, and the Preferred Shares and the shares of the Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) when issued will be validly issued,

Legal Proceedings. There is no material legal or governmental proceeding pending or, to the knowledge of the Company, threatened to which the Company or any of the Subsidiaries is or may be a party or of which the business or property of the Company or any of the Subsidiaries is subject. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body (including, without limitation, the SEC) pending or, to the knowledge of the Company, threatened against or affecting the Company or the Subsidiaries or any of their respective business or properties, wherein an unfavorable decision, ruling or finding could adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under the Agreements.

No Violations. Neither the Company nor any Subsidiary is in violation of its charter, bylaws, or other organizational document, or in violation of any material law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary, or in default or violation (and there exists no condition that, with the passage of time or otherwise, would constitute a default or violation) in any respect in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which the properties of the Company or any Subsidiary are bound. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the OTCBB and has no knowledge of any facts or circumstances which would reasonably lead to suspension of the Common Stock by the OTCBB in the foreseeable future.

Governmental Permits, Etc. The Company and the Subsidiaries possess all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or governmental agency, department, or body that are currently necessary for the operation of their respective business as currently conducted, except where the failure to currently possess could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property. The Company and the Subsidiaries own or possess sufficient rights to use all patents, patent rights, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively, “Intellectual Property”) that are necessary for the conduct of their respective businesses as now conducted. Neither the Company nor any Subsidiary has received any notice of, or has any knowledge of, any infringement of asserted rights of a third party with respect to any Intellectual Property, and neither the Company nor any Subsidiary has any knowledge of any infringement by a third party with respect to any Intellectual Property of the Company or any Subsidiary.

Financial Statements. The consolidated financial statements of the Company and the related notes contained in the SEC Documents present fairly, in accordance with the rules and regulations of the SEC, the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified. Such financial statements (including the related notes) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except as set forth in the financial statements (and the related notes).

No Material Adverse Change. Since January 1^st, 2007 there has not been (i) any material adverse change in the financial condition or earnings of the Company and the Subsidiaries taken as a whole, nor has any material adverse event occurred with respect to the Company or the Subsidiaries, (ii) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business, (iii) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, or (iv) any loss or damage (whether or not insured) to the physical property of the Company or any Subsidiary which has been sustained which has a material adverse effect on the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and the Subsidiaries taken as a whole. Since January 1^st, 2007, neither the Company nor any Subsidiary has (a) sold, assigned, transferred, abandoned, mortgaged, pledged or subjected to lien any of its material properties, tangible or intangible, or rights under any material contract, permit, license, franchise or other agreement or (b) waived or cancelled any material indebtedness or other material obligations owed to the Company or such Subsidiary. The occurrence of any of the events described in clauses (i) through (iv) and clauses (a) and (b) of this paragraph is referred to as a “Material Adverse Change.”

No Manipulation of Securities. The Company has not taken and will not, in violation of applicable law take, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Preferred Shares.

OCTBB Status. The Common Stock is traded on the OTCBB. The Company has no reason to believe that the Common Stock will be ineligible for quotation on the OTCBB.

Insurance. The Company and the Subsidiaries maintain and will continue to maintain insurance against loss or damage by fire or other casualty and such other insurance, including, but not limited to, product liability insurance, in such amounts and covering such risks as is reasonably adequate consistent with industry practice for the conduct of their respective businesses and the value of their respective properties.

Tax Matters. The Company and the Subsidiaries have filed all material federal, state, local and foreign income and franchise and other tax returns required to be filed by them in any jurisdiction to which they are subject, and have paid or accrued all taxes due in accordance therewith; and no tax deficiency has been determined adversely to the Company or any Subsidiary which has had (nor does the Company or the Subsidiaries have any knowledge of any tax deficiency which, if

Investment Company. The Company is not an “investment company” within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the SEC thereunder.

No Registration. No form of general solicitation or general advertising was used by the Company or, to the best of its knowledge, any other Person acting on behalf of the Company, in respect of the Preferred Shares or in connection with the offer and sale of the Preferred Shares. Assuming the accuracy of the representations and warranties made by, and compliance with the covenants of, (i) the Investors in Section 5 of the Terms and Conditions to each of the Agreements, no registration of the Preferred Shares under the Securities Act is required in connection with the offer and sale of the Preferred Shares by the Company to the Investors as contemplated by the Agreements.

Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s Form 10-KSB or 10-QSB, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed Form 10-KSB (such date, the “Evaluation Date”). The Company presented in its most recently filed Form 10-KSB the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Exchange Act Rules 13a-15(f) that has affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Form D. Subject to the continuing accuracy of the representations and warranties made by, and compliance with the covenants of, the Investors in Section 5 of the Terms and Conditions to each of the Agreements the Company agrees to file one or more Form D with respect to the Preferred Shares on a timely basis as required under Regulation D under the Securities Act to claim the exemption provided by Rule 506 of Regulation D and to provide a copy thereof to the Investors and their counsel promptly after such filing.

Integration and Future Financings

The Company shall not, and shall use its best efforts to ensure that no affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the Offering in a manner that would require the registration of the issuance of the Preferred Shares under the Securities Act, or cause the sale of the Preferred Shares to the Investors to be integrated with prior offerings by the Company.

Use of Proceeds. The Company will use the net proceeds from the sale of the Preferred Shares for working capital and general corporate purposes and to acquire capital equipment for expansion of production capacity.

Representations, Warranties and Covenants of the Investor.

The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act , and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of the Preferred Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Preferred Shares; (ii) the Investor is acquiring the Preferred Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Preferred Shares or any arrangement or understanding with any other persons regarding the distribution of such Preferred Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Preferred Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder, except that the Investor may pledge the Preferred Shares in connection with a bona fide margin account or other loan or financing; (iv) the Investor and the Investor’s representatives, if any, have been solely responsible for the Investor’s own “due diligence” investigation of the Company and its management and business, for its own analysis of the merits and risks of this investment, and for the Investor’s own analysis of the fairness and desirability of the terms of the investment; and (v) the Investor has, in connection with its decision to purchase the Preferred Shares, relied only upon the SEC Documents and the representations and warranties of the Company contained herein. The Investor understands that its acquisition of the Preferred Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. The Investor has completed or caused to be completed and delivered to the Company the Investor Questionnaire attached to this Annex I as Exhibit A, which completed questionnaire is true, correct and complete in all material respects.

The Investor hereby covenants with the Company not to make any sale of the Shares or the Conversion Shares without complying with the provisions of this Agreement, and the Investor acknowledges that the certificates evidencing the Preferred Shares and the Conversion Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith.

The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding

The Investor understands that nothing in the SEC Documents, this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Preferred Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Preferred Shares.

Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made herein by the Company and the Investor shall survive the execution of this Agreement, the delivery to the Investor of the Preferred Shares being purchased and the payment therefor.

Registration of the Warrant Shares and the Conversion Shares; Compliance with the Securities Act.

Registration. The Company shall use commercially reasonable efforts to file a Registration Statement with the SEC registering the resale of the maximum number of shares of Common Stock to be issued upon conversion of the Preferred Stock and exercise of the Warrants within 90 days of closing. The Company shall use commercially reasonable efforts to have the Registration Statement declared effective within 120 days after the initial filing with the SEC.  The terms of such registration rights shall be set forth in a Registration Rights Agreement substantially in the form of Exhibit C attached herein (the “Registration Rights Agreement”). In the event that the Company is unable to have the Registration Statement declared effective as set forth herein due to limitations imposed by the Securities and Exchange Commission on the registration of shares for resale on behalf of selling security holders, such inability shall not be considered a breach of the Company’s obligations under the Agreements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of the Investor holding Securities purchased hereunder made after the first anniversary of the Closing Date, make publicly available such information as necessary to permit sales of the Conversion Shares pursuant to Rule 144 under the Securities Act), and it will take such further action as the Investor may reasonably request, all to the extent required from time to time to enable the Investor to sell the Conversion Shares purchased hereunder without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Covenants (post Closing).

Short Selling. For a period of three years from the date hereof, Investor shall not enter into or affect any “short sales” (as such term is defined in Rule 3b-3 of the Securities Exchange Act of 1934) of the Company’s securities or hedging transactions which establishes a net short position.

Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within the United States by first-class registered mail, Express Mail or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered mail, three business days after so mailed, (ii) if delivered by

if to the Company, to:

if to the Investor, at its address on the signature page hereto, or at such other address or addresses as may have been furnished to the Company in writing

Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law.

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to such subject matter are expressly cancelled.

Finders’ Fees. Neither the Company nor the Investor nor any affiliate thereof has incurred any obligation which will result in the obligation of the other party to pay any finder’s fee or commission in connection with this transaction, except for fees payable by the Company to placement agent in connection with the sale of Preferred Shares hereunder.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered (including by facsimile) to the other parties.

Confidential Information; 8-K Filing. Investor represents to the Company that, at all times during the Company’s offering of the Preferred Shares, Investor has maintained in confidence all non-public information regarding the Company received by Investor from the Company or its agents, has not traded in the Company’s securities on the basis of any non-public information and covenants that it will continue to maintain in confidence such information until such information becomes generally publicly available, other than through a violation of this provision by Investor or its agents. Within four (4) business days after the Closing Date, the Company shall file a Form 8-K concerning the Agreements and the transactions contemplated thereby, which Form 8-K shall attach a Form of the Securities Purchase Agreement and the Registration Rights Agreement as exhibits to such Form 8-K (the “8-K Filing”). From and after the 8-K Filing, the Company hereby acknowledges that no Investor shall be in possession of any material nonpublic information received from the Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the Investor, including without limitation and without the need for an express assignment, affiliates of the Investor. With respect to transfers that are not made pursuant to the Registration Rights Agreement, the rights and obligations of an Investor under this Agreement shall be automatically assigned by the Investor to any transferee of all or any portion of the Investor’s Shares who is a Permitted

Access to Information. From and after the date hereof through the Closing, on reasonable notice to the Company, the Company shall permit access to, and shall make available to the Investors’ representatives and their counsel for inspection, such information and documents as the Investors reasonably request, and shall make available at reasonable times and to a reasonable extent officers and employees of the Company (who are at the Vice President level and above) to discuss the business and affairs of the Company.

Further Assurances. The Company shall provide such further documentation and take such further steps as may be reasonably requested by Investors in connection with the issuance and sale of the Preferred Shares and the Company’s obligations pursuant to the Transaction Documents.

Any purchase of the Securities would be solely for the account of the undersigned and not for the account of any other person or with a view to any resale, fractionalization, division, or distribution thereof.

The information contained herein is complete and accurate and may be relied upon by the Company, and the undersigned will notify the Company immediately of any material change in any of such information occurring prior to the closing, if any, with respect to the purchase of Preferred Shares by the undersigned or any co-purchaser.

There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth of the undersigned as reported in this Questionnaire.

The undersigned is aware that, the Preferred Shares, the Warrant Shares and the Conversion Shares will not be subject to ready liquidation. The overall commitment of the undersigned to investments which are not readily marketable is not excessive in view of the undersigned’s net worth and financial circumstances, and any purchase of the Preferred Shares will not cause such commitment to become excessive. The undersigned is able to bear the economic risk of an investment in the Securities.

In addition to reviewing the Company’s filings with the Securities and Exchange Commission, the undersigned has carefully considered the potential risks relating to the Corporation and a purchase of the Preferred Shares, and fully understands that the Securities are speculative investments which involve a high degree of risk of loss of the undersigned’s entire investment.