Subscription Agreement

By checking the "Acknowledgement" checkbox, you (the "Subscriber") hereby agree to subscribe to this offer and represent and warrant to the company as follows:

  1. At the time Subscriber was offered the securities, Subscriber was, and on the date Subscriber receives the securities will be, an "accredited investor" as defined by Rule 501 under the Act, and Subscriber is capable of evaluating the merits and risks of Subscriber's investment in the company and has the capacity to protect Subscriber's own interests.

  2. Subscriber understands that the securities are not presently registered and there is no expectation to register the securities or the membership interest of the company underlying the securities.

  3. The securities are being purchased by Subscriber for investment purposes for the Subscriber's own account, and not with a view to distribution or resale, nor with the intention of selling, transferring, granting any participation in or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances; and that an investment in the securities are not a liquid investment.

  4. Subscriber acknowledges and understands that the securities are not currently publicly trading and must be held until converted, prepaid by the company or unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of common stock purchased in a private placement subject to the satisfaction of certain conditions.

  5. Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the company or any person acting on its behalf concerning the company and its business and to obtain any additional information, to the extent possessed by the company (or to the extent it could have been acquired by the company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the company's business, management and financial affairs with the company's management or any person acting on its behalf. Subscriber has received and reviewed the offering documents provided by the company and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that it desires with respect to each of the company's business, management, financial affairs and prospects.

  6. In determining whether to make this investment, Subscriber has relied solely on Subscriber's own knowledge and understanding of the company and its business based upon Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information.

  7. Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under the terms of this Subscription Agreement. This constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, inslivency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law.

  8. Subscriber has carefully considered and has discussed with the Subscriber's professional legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber's particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber relies sliely on such advisors and not on any statements or representations of the company or any of its agents.

  9. Subscriber acknowledges that the securities are speculative and invlives a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of his/her/its investment.

  10. Because of the restrictions imposed on resale, Subscriber understands that the company shall have the right to maintain stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the company's intention to do so. Any sales, transfers, or any other dispositions of the securities by Subscriber, if any, will be in compliance with the Act.

  11. Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in the securities and of making an informed investment decision.

  12. Subscriber represents that: (i) Subscriber is able to bear the economic risks of an investment in the securities and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription.

  13. Subscriber understands that the company shall have the unconditional right to accept or reject this subscription, in whlie or in part, for any reason or without a specific reason, in the slie and absliute discretion of the company (even after receipt and clearance of Subscriber's funds). This agreement is not binding upon the company until accepted by an authorized officer of the company. In the event that the subscription is rejected, then Subscriber's subscription funds will be returned without interest thereon or deduction therefrom.

  14. Subscriber has not been furnished with any oral representation or oral information in connection with the Offering of the securities that is not contained in the offering documents.

  15. Subscriber represents that Subscriber is not subscribing for securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting.

  16. No representations or warranties have been made to Subscriber by the company or its officers, employees, agents, affiliates, or subsidiary of the company, other than the representations of the company contained herein, and in subscribing for the securities the Subscriber is not relying upon any representations other than those contained in this Subscription Agreement.

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