Exhibit
      10.8

    


    SUBSCRIPTION
      AGREEMENT

    


    This
      Subscription Agreement (this “Agreement”) is made as of the date set forth on
      the signature page of this Agreement by and between Arno Therapeutics, Inc.,
      a
      Delaware corporation (the “Company”), and each party who is a signatory hereto
      (individually, a “Subscriber” and collectively with other signatories of similar
      subscription agreements entered into in connection with the Offering described
      below, the “Subscribers”).

    


    RECITALS:

    


    WHEREAS,
      the Company is offering to sell shares (the “Shares” or the “Securities”) of the
      Company’s common stock, $0.001 par value per share (the “Common Stock”), in a
      private offering (the “Offering”) to qualified investors as a price per share
      equal to $4.83 (the “Offering Price”);

    


    WHEREAS,
      the Company desires to raise in the Offering a minimum of Twelve Million Five
      Hundred Thousand Dollars ($12,500,000.00) (the “Minimum Offering”) and a maximum
      of Twenty Million Dollars ($20,000,000.00) (the “Maximum Offering”). The minimum
      investment per Subscriber is $500,000.00, although the Company, in its sole
      discretion, may accept subscriptions for lesser amounts;

    


    WHEREAS,
      the terms of the Offering are summarized in that certain Confidential Term
      Sheet
      dated March 10, 2008 (the “Term Sheet”), which has been previously provided to
      the Subscriber;

    


    WHEREAS,
      immediately following the Closing (as defined below), the Company intends to
      acquire Laurier International, Inc., a publicly public reporting “shell company”
incorporated under Delaware law corporation (“Laurier” or “Pubco”), in a reverse
      merger in which a wholly-owned subsidiary of Laurier merges with and into the
      Company, with the Company remaining as the surviving corporation and a
      wholly-owned subsidiary of Laurier, and the holders of the Company’s capital
      stock, including the purchasers of the Shares, will collectively hold
      approximately 95% of the outstanding capital stock of Laurier after such
      transaction (the “Merger”), as more fully described in the Merger Agreement
      attached as an exhibit to the Term Sheet;

    


    WHEREAS,
      the Company has retained Riverbank Capital Securities, Inc., a Financial
      Industry Regulatory Authority (“FINRA”) member broker dealer to act as its
      placement agent in connection with the sale of the Securities pursuant to this
      Agreement (the “Placement Agent”); and 

    


    WHEREAS,
      the Company desires to enter into this Agreement to issue and sell the
      Securities and the Subscriber desires to purchase that number of Securities
      set
      forth on the signature page hereto on the terms and conditions set forth
      herein.

    


    NOW,
      THEREFORE, in consideration of the promises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    ARTICLE
      I SUBSCRIPTION
      OF SECURITIES

    


    1.1. Subject
      to the terms set forth herein and in the Term Sheet, the Subscriber hereby
      irrevocably subscribes for and agrees to purchase from the Company that number
      of Securities as is set forth on the signature page hereto at the Offering
      Price; the total purchase price is set forth on the signature page attached
      hereto (the “Purchase Price”). The aggregate Purchase Price is payable by wire
      transfer of immediately available funds pursuant to the wire instructions
      attached as Exhibit
      B.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2. The
      minimum purchase that may be made by any prospective investor shall be
      $500,000.00. Subscriptions for investment below the minimum investment may
      be
      accepted at the discretion of the Company. The Company reserves the right to
      reject any subscription made hereby, in whole or in part, in its sole
      discretion. The Company’s agreement with each Subscriber is a separate agreement
      and the sale of the Securities to each Subscriber is a separate sale.


    


    1.3. Pending
      the sale of the Securities, all funds paid hereunder shall be deposited by
      the
      Subscriber in escrow with US Bank National Association Corporation Trust (the
      “Escrow Agent”). The Offering shall expire on May 31, 2008, subject to extension
      for up to 30 days (the “Termination Date”) at the discretion of the Company, and
      upon written notice by the Company to the Subscribers. The Subscriber hereby
      authorizes and directs the Company and the Placement Agent to direct the Escrow
      Agent to return any funds for unaccepted subscriptions to the same account
      from
      which the funds were drawn, without interest. 

    


    1.4. On
      or
      prior to Termination Date, the Company shall conduct a closing of the purchase
      and sale of Securities (the “Closing”). The Closing shall occur at the offices
      of the Placement Agent at 689 5th
      Avenue,
      14th
      Floor,
      New York, New York, 10022. Certificates evidencing the Common Stock purchased
      by
      the Subscriber pursuant to this Agreement will be prepared for delivery to
      the
      Subscriber within ten (10) business days following the Closing. The Subscriber
      hereby authorizes and directs the Company to deliver the certificates
      representing the Common Stock purchased by the Subscriber pursuant to this
      Agreement directly to the residential or business address indicated on the
      signature page hereto. In the event the Company shall not have accepted
      subscriptions (including the subscription accepted by its execution and delivery
      of this Agreement in accordance with the terms and conditions herein) for
      purchases of the Minimum Offering on or before the Termination Date, then this
      subscription shall be void an all purchases hereunder by the Subscriber shall
      be
      returned to the Subscriber, without interest. 

    


    1.5. The
      Subscriber hereby authorizes and directs the Company to return, without
      interest, any funds for unaccepted subscriptions (including any subscriptions
      that were not accepted as a result of the termination of the Offering) to the
      same account from which the funds were drawn.

    


    1.6. At
      Closing, the Company shall pay to the Placement Agent a non-accountable expense
      allowance of One Hundred Thousand Dollars ($100,000.00) for expenses incurred
      in
      connection with introducing investors to the Company in connection with the
      Offering.

    


    ARTICLE
      II REPRESENTATIONS
      BY SUBSCRIBER

    


    The
      Subscriber agrees, represents and warrants to the Company and the Placement
      Agent, severally and solely with respect to itself and its purchase hereunder
      and not with respect to any of the other Subscribers, that:

    


    2.1. Organization
      and Qualification.
      If an
      entity, the Subscriber is duly incorporated, organized or otherwise formed,
      validly existing and in good standing under the laws of the jurisdiction in
      which it is incorporated, organized or otherwise formed.

    


    2.2.  Authorization.
      

    


    (a) If
      an
      entity: 

    


    (i) The
      Subscriber has the requisite corporate or other requisite power and authority
      to
      enter into and to perform its obligations under this agreement and to consummate
      the transactions contemplated hereby in accordance with the terms hereof; and
      

    


    
      
        
        

      

      
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    (ii) the
      execution, delivery and performance of this Agreement by the Subscriber and
      the
      consummation by it of the transactions contemplated hereby have been duly
      authorized by the Subscriber’s board of directors or other governing body and no
      further consent or authorization of the Subscriber, its board of directors
      or
      its shareholders, members or other interest holders is required.

    


    (b) If
      an
      individual:

    


    (i) The
      undersigned has reached the age of 21 and has the legal capacity, power and
      authority to execute, deliver and perform the undersigned's obligations under
      this Agreement and all other related agreements or certificates. 

    


    2.3. Enforcement.
      This
      Agreement has been duly executed by the Subscriber and constitutes a legal,
      valid and binding obligation of the Subscriber enforceable against the
      Subscriber in accordance with its terms, subject to the effect of any applicable
      bankruptcy, insolvency, reorganization or moratorium or similar laws affecting
      the rights of creditors generally and the application of general principles
      of
      equity.

    


    2.4. Consents.
      The
      Subscriber is not required to give any notice to, make any filing, application
      or registration with, obtain any authorization, consent, order or approval
      of or
      obtain any waiver from any person or entity in order to execute and deliver
      this
      Agreement or to consummate the transactions contemplated hereby, except for
      such
      notices, filings, applications, registrations, authorizations, consents, orders,
      approvals and waivers (if any) as have been obtained.

    


    2.5. Non-contravention.
      Neither
      the execution and the delivery by the Subscriber of this Agreement, nor the
      consummation by the Subscriber of the transactions contemplated hereby, will
      (a)
      violate any law, rule, injunction, or judgment of any governmental agency or
      court to which the Subscriber is subject or any provision of its charter,
      bylaws, trust agreement, or other governing documents or (b) conflict with,
      result in a breach of, or constitute a default under, any agreement, contract,
      lease, license, instrument, or other arrangement to which the Subscriber is
      a
      party or by which the Subscriber is bound or to which any of its assets is
      subject. 

    


    2.6. Investment
      Purpose.
      The
      Subscriber is purchasing the Securities for its own account and not with a
      present view toward the public sale or distribution thereof. 

    


    2.7. Accredited
      Subscriber Status.
      The
      Subscriber is an “accredited investor” as defined in Regulation D (“Regulation
      D”) under the Securities Act of 1933, as amended (the “Securities Act”) and has
      completed, executed and delivered to the Company a Confidential Investor
      Questionnaire substantially in the form of Exhibit
      A
      attached
      hereto. The Subscriber hereby represents and warrants that, either by reason
      of
      the Subscriber’s business or financial experience or the business or financial
      experience of the Subscriber’s advisors (including, but not limited to, a
“purchaser representative” (as defined in Rule 501(h) promulgated under
      Regulation D), attorney and/or an accountant each as engaged by the Subscriber
      at its sole risk and expense, the Subscriber (a) has the capacity to protect
      its
      own interests in connection with the transaction contemplated hereby and/or
      (b)
      the Subscriber has prior investment experience, including investments in
      securities of privately-held companies or companies whose securities are not
      listed, registered, quoted and/or traded on a national securities exchange,
      including the Nasdaq Global Select Market, the Nasdaq Global Market, and the
      Nasdaq Capital Market (together, the “NASDAQ”) and/or (c) to the extent
      necessary, the Subscriber has retained, at its sole risk and expense, and relied
      upon appropriate professional advice regarding the investment, tax and legal
      merits and consequences of this Agreement and the purchase of the Securities
      hereunder, and/or (d), if an entity, the Subscriber was not formed for the sole
      purpose of purchasing the Securities.

    


    
      
        
        

      

      
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    2.8. Reliance
      on Exemptions.
      The
      Subscriber agrees, acknowledges and understands that the Securities are being
      offered and sold to it in reliance upon specific exemptions from the
      registration requirements of United States federal and applicable state
      securities or “blue sky” laws and that the Company and its counsel are relying
      upon the truth and accuracy of, and the Subscriber’s compliance with, the
      representations, warranties, covenants, agreements, acknowledgments and
      understandings of the Subscriber set forth herein in order to determine the
      availability of such exemptions and the eligibility of the Subscriber to acquire
      the Securities.

    


    2.9. No
      General Solicitation.
      The
      Subscriber (a) was contacted regarding the sale of the Securities by the Company
      or the Placement Agent (or their respective authorized agents or
      representatives) with whom the Subscriber had a prior substantial pre-existing
      relationship and (b) (A) to the Subscriber’s knowledge, no Securities were
      offered or sold to it by means of any form of general solicitation or general
      advertising, and (B) in connection therewith, the Subscriber did not receive
      any
      general solicitation or general advertising including, but not limited to,
      the
      Subscriber’s: (i) receipt or review of any advertisement, article, notice or
      other communication published in any newspaper, magazine or similar media or
      broadcast over television or radio, whether closed circuit, or generally
      available; or (ii) attendance at any seminar meeting or industry investor
      conference whose attendees were invited by any general solicitation or general
      advertising. 

    


    2.10. Information.

    


    (a) The
      Subscriber agrees, acknowledges and understands that the Subscriber and its
      advisors, if any, have been furnished with all materials relating to the
      business, finances and operations of the Company, and materials relating to
      the
      offer and sale of the Securities that have been requested by the Subscriber
      or
      its advisors, if any, including, without limitation, the Term Sheet, the risk
      factors set forth therein, and all exhibits and appendices thereto, including
      any supplements or amendments to the Term Sheet (collectively with this
      Subscription Agreement, the “Offering Documents”). The Subscriber represents and
      warrants that the Subscriber and its advisors, if any, have been afforded the
      opportunity to ask questions of the Company. The Subscriber agrees, acknowledges
      and understands that neither such inquiries nor any other due diligence
      investigation conducted by the Subscriber or any of its advisors or
      representatives modify, amend or affect the Subscriber’s right to rely on the
      Company’s representations and warranties contained in ARTICLE III
      below.

    


    (b) The
      Subscriber agrees, acknowledges and understands that the Placement Agent has
      not
      supplied any information for inclusion in the Term Sheet other than information
      furnished in writing to the Company by the Placement Agent specifically for
      inclusion in the Term Sheet relating to the Placement Agent, that the Placement
      Agent has no responsibility for the accuracy or completeness of the Term Sheet
      and that the Subscriber has not relied upon the independent investigation or
      verification, if any, which may have been undertaken by the Placement
      Agent.

    


    2.11. Acknowledgement
      of Risk.
      The
      Subscriber agrees, acknowledges and understands that the Subscriber’s investment
      in the Securities involves a significant degree of risk, including, without
      limitation that: (a) the Company is a development stage business with limited
      operating history and requires substantial funds in addition to the proceeds
      from the sale of the Securities; (b) an investment in the Company is highly
      speculative and only subscribers who can afford the loss of their entire
      investment should consider investing in the Company and the Securities; (c)
      the
      Subscriber may not be able to liquidate its investment; (d) transferability
      of
      the Common Stock is extremely limited; and (e) in the event of a disposition
      of
      the Common Stock, the Subscriber can sustain the loss of its entire investment.
      The Subscriber agrees, acknowledges and understands that such risks are set
      forth in greater detail in the Term Sheet.

    


    
      
        
        

      

      
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    2.12. Governmental
      Review.
      The
      Subscriber agrees, acknowledges and understands that no United States federal
      or
      state agency or any other government or governmental agency has passed upon
      or
      made any recommendation or endorsement of the Securities or an investment
      therein. 

    


    2.13. Transfer
      or Resale.
      The
      Subscriber agrees, acknowledges and understands that:

    


    (a) the
      Common Stock has not been and, except as set forth in ARTICLE
      IVI,
      will
      not be registered under the Securities Act or any applicable state securities
      or
“blue sky” laws. Consequently, the Subscriber may have to bear the risk of
      holding the Common Stock for an indefinite period of time because the Common
      Stock may not be transferred unless: (i) the resale of the Common Stock is
      registered pursuant to an effective registration statement under the Securities
      Act; (ii) the Subscriber has delivered to the Company an opinion of counsel
      reasonably acceptable to the Company and its counsel (in form, substance and
      scope customary for opinions of counsel in comparable transactions) to the
      effect that the Common Stock to be sold or transferred may be sold or
      transferred pursuant to an exemption from such registration including, without
      limitation, Common Stock sold or transferred pursuant to Rule 144 promulgated
      under the Securities Act (“Rule 144”); and

    


    (b) any
      sale
      of the Common Stock made in reliance on Rule 144 may be made only in accordance
      with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of
      the
      Common Stock under circumstances in which the seller (or the person through
      whom
      the sale is made) may be deemed to be an underwriter (as that term is defined
      in
      the Securities Act) may require compliance with some other exemption under
      the
      Securities Act or the rules and regulations of the SEC promulgated
      thereunder.

    


    2.14. No
      Shorting.
      The
      Subscriber agrees, acknowledges and understands that during the period
      commencing on the date hereof through the earlier to occur of (a) 24 months
      from
      the date hereof and (b) the last date upon which the Subscriber holds any
      Securities or Registrable Securities (as defined below), the Subscriber may
      not
      directly or indirectly, through related parties, affiliates or otherwise, sell
      “short” or “short against the box” (as those terms are generally understood) any
      equity security of the Company.

    


    2.15. Legends.
      The
      Subscriber agrees, acknowledges and understands that the certificates
      representing the Common Stock and the securities received in exchange for the
      Common Stock in the Merger (collectively, the “Restricted Securities”) will bear
      restrictive legends in substantially the following form (and a stop-transfer
      order may be placed against transfer of the certificates for such Restricted
      Securities):

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
      TO
      THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS, AS EVIDENCED BY CERTIFICATIONS OF THE TRANSFEROR REASONABLY ACCEPTABLE
      TO
      THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
      INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE
      SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

     

    
      
        
        

      

      
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    2.16. The
      Subscriber agrees, acknowledges and understands that the Company will make
      a
      notation in the appropriate records with respect to the foregoing restrictions
      on the transferability of the Restricted Securities. Certificates evidencing
      the
      Restricted Securities shall not be required to contain such legend or any other
      legend (a) following any sale of the Restricted Securities to a non-affiliate
      of
      the Company pursuant to Rule 144, or (b) if the Restricted Securities are held
      by a non-affiliate of the Company and are eligible for resale without volume
      limitations under Rule 144, or (c) while a registration statement (including
      the
      Registration Statement) covering the resale of such security is effective under
      the Securities Act, or (d) if such legend is not required under applicable
      requirements of the Securities Act (including judicial interpretations and
      pronouncements issued by the staff of the Commission). The Company shall cause
      its counsel to issue a legal opinion to the transfer agent of the applicable
      Restricted Securities promptly after the effective date of the Registration
      Statement if required by the transfer agent to effect the removal of the legend
      hereunder. Notwithstanding the foregoing, the Company shall not be required
      to
      remove any legends until all Restricted Securities represented by a single
      certificate are no longer subject to restrictions. If only a portion of the
      Restricted Securities represented by any single certificate are subject to
      restrictions, the holder of the certificate may request, or the Company may
      require, that such certificate be cancelled and two new certificates be issued.
      One certificate shall represent, and be in the amount of, Restricted Securities
      not subject to restrictions and shall bear no legend and the second certificate
      shall represent, and be in the amount of, Restricted Securities subject to
      restrictions and shall bear an appropriate legend. The Company will not make
      any
      notation on its records or give instructions to the transfer agent that enlarge
      the restrictions on transfer set forth in this Section. Certificates for
      Restricted Securities subject to legend removal hereunder shall be transmitted
      by the transfer agent to the Subscriber by crediting the account of the
      Subscriber’s prime broker or custodian bank with the Depository Trust Company
      System. Subscriber agrees that the removal of the restrictive legend from
      certificates representing Restricted Securities as set forth in this
      Section 2.16 is predicated upon the Company’s reliance that the Subscriber
      will sell any Restricted Securities pursuant to either the registration
      requirements of the Securities Act, including any applicable prospectus delivery
      requirements, or an exemption therefrom, and that if Restricted Securities
      are
      sold pursuant to the Registration Statement, they will be sold in compliance
      with the plan of distribution set forth therein.

    


    2.17. Residency.
      The
      Subscriber is a resident of the jurisdiction set forth immediately below the
      Subscriber’s name on the signature pages hereto.

    


    2.18. Acknowledgements
      Regarding Placement Agent.

    


    (a) The
      Subscriber agrees, acknowledges and understands that the Placement Agent is
      acting as placement agent for the Securities being offered hereby but will
      not
      be compensated for acting in such capacity, other than that the Company will
      pay
      the Placement Agent a non-accountable expense allowance of One Hundred Thousand
      Dollars ($100,000.00) for introductions to investors and other services. The
      Subscriber further agrees, acknowledges and understands that the Placement
      Agent
      has acted solely as an agent of the Company in connection with the Offering,
      that the information and data provided to the Subscriber in connection with
      the
      transactions contemplated hereby have not been subjected to independent
      verification by the Placement Agent and that the Placement Agent makes no
      representation or warranty with respect to the accuracy or completeness of
      such
      information, data or other related disclosure material. The Subscriber further
      agrees and acknowledges that in making its decision to enter into this Agreement
      and purchase the Securities, it has relied on its own examination of the Company
      and the terms and consequences of holding the Securities. The Subscriber further
      agrees, acknowledges and understands that the provisions of this
      Section 2.18
      are for
      the benefit of, and may be enforced by, the Placement Agent. 

    


    
      
        
        

      

      
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    (b) The
      Subscriber agrees, acknowledges and understands that the Placement Agent may
      engage other persons, selected by it in the Placement Agent’s discretion and
      with the consent of the Company, which consent will not unreasonably be
      withheld, who are members of the FINRA, or who are located outside the United
      States, to assist the Placement Agent in connection with this Offering and
      that
      the Placement Agent shall be responsible for the compensation of any selected
      dealer so engaged.

    


    2.19. Not
      a
      Registered Representative.
      The
      Subscriber agrees, acknowledges and understands that if it is a Registered
      Representative of a FINRA member firm, he or she must give such firm the notice
      required by the FINRA’s Rules of Fair Practice, receipt of which must be
      acknowledged by such firm in the Confidential Investor Questionnaire attached
      hereto as Exhibit
      A.

    


    2.20. No
      Brokers.
      The
      Subscriber has not engaged, consented to or authorized any broker, finder or
      intermediary to act on its behalf, directly or indirectly, as a broker, finder
      or intermediary in connection with the transactions contemplated by this
      Agreement. The Subscriber hereby agrees to indemnify and hold harmless the
      Company and the Placement Agent from and against all fees, commissions or other
      payments owing to any such person or firm acting on behalf of the Subscriber
      hereunder.

    


    2.21. Reliance
      on Representations.
      The
      Subscriber agrees, acknowledges and understands that the Company and its
      counsel, as well as the Placement Agent, are entitled to rely on the
      representations, warranties and covenants made by the Subscriber
      herein.

    


    2.22. No
      Representations by Placement Agent.
      The
      Subscriber acknowledges that the Placement Agent (including any of its members,
      managers, employees, agents or representatives) has not made any representations
      or warranties to the Subscriber concerning the Company, Merger Sub, Pubco,
      their
      respective businesses, condition (financial or otherwise) or prospects, or
      the
      Merger.

    


    2.23. Approval
      of the Merger.
      As
      described in the Term Sheet, the closing of the Offering, which is a condition
      to the Company’s ability to complete the Merger, is expected to occur prior to
      the effective time of the Merger. As a result, each Subscriber may be a
      stockholder of the Company for a moment prior to the completion of the Merger.
      Stockholders of the Company are entitled to vote on the Merger and the Company’s
      Board of Directors has fixed March 6, 2008 as the record date for the Company’s
      stockholders entitled to vote upon the Merger. Accordingly, Subscribers in
      this
      Offering will not have the right to vote upon the Merger, or to oppose the
      Merger and seek an appraisal for such Subscriber’s shares of Common Stock.
      Rather, by subscribing for Shares pursuant to this Agreement, the Subscriber
      is
      also approving the Merger and adopting the Merger Agreement, and is authorizing
      the officers of the Company to execute and deliver such agreements, instruments
      and documents, for and in the name and on behalf of the Company, as such officer
      or officers may deem necessary, advisable or appropriate in order to effectuate
      the Merger. Further, the Subscriber understands that he/she/it does not have
      any
      right to dissent from the Merger and seek an appraisal of his/her/its Shares
      purchased hereby in accordance with Section 262 of the General Corporation
      Law
      of the State of Delaware. 

    


    
      
        
        

      

      
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    ARTICLE
      III 
      REPRESENTATIONS BY THE COMPANY

    


    The
      Company hereby represents and warrants to each Subscriber and the Placement
      Agent that:

    


    3.1. Organization
      and Qualification.
      The
      Company is duly incorporated, validly existing and in good standing under the
      laws of the jurisdiction in which it is incorporated, with full power and
      authority (corporate and other) to own, lease, use and operate its properties
      and to carry on its business as and where now owned, leased, used, operated
      and
      conducted. The Company is duly qualified to do business and is in good standing
      in every jurisdiction in which the nature of the business conducted by it makes
      such qualification necessary, except where the failure to be so qualified or
      in
      good standing would not have a material adverse effect on (a) the business,
      operations assets or condition (financial or otherwise) of the Company or (b)
      the ability of the Company to perform its obligations pursuant to the
      transactions contemplated by this Agreement or under any instruments to be
      entered into or filed in connection herewith (collectively, a “Material Adverse
      Effect”). 

    


    3.2. Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      perform its obligations under this Agreement, to consummate the transactions
      contemplated hereby and to issue the Securities in accordance with the terms
      hereof. The execution, delivery and performance of this Agreement by the Company
      and the consummation by it of the transactions contemplated hereby (including
      without limitation the issuance of the Common Stock) have been duly authorized
      by the Company’s Board of Directors (the “Board”) and no further consent or
      authorization of the Company, the Board or the Company’s stockholders is
      required that has not or will not be obtained prior to the Closing. This
      Agreement has been duly executed by the Company and constitutes a legal, valid
      and binding obligation of the Company enforceable against the Company in
      accordance with its terms, subject to the effect of any applicable bankruptcy,
      insolvency, reorganization or moratorium or similar laws affecting the rights
      of
      creditors generally and the application of general principles of equity.


    


    3.3. Capitalization.
      The
      authorized capital stock of the Company is as set forth in the Term Sheet.
      Except as set forth in the Term Sheet, there are not issued, reserved for
      issuance or outstanding: (a) any Securities of capital stock or other voting
      securities of the Company; (b) any securities of the Company convertible into
      or
      exchangeable or exercisable for Securities of capital stock or voting securities
      of the Company; or (c) any warrants, calls, options or other rights to acquire
      from the Company, or and any obligation of the Company to issue, any capital
      stock, voting securities or securities convertible into or exchangeable or
      exercisable for capital stock or voting securities of the Company.

    


    3.4. Issuance
      of Securities.
      The
      Securities purchased under this Agreement are duly authorized and, upon issuance
      in accordance with the terms of this Agreement, will be validly issued, fully
      paid and non-assessable, free and clear from all taxes, liens, claims,
      encumbrances and charges with respect to the issue thereof, will not be subject
      to preemptive rights or other similar rights of stockholders of the Company,
      and
      will not impose personal liability on the holders thereof.

    


    3.5. No
      Conflicts; No Violation.

    


    (a) The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby (including,
      without limitation, the issuance of the Securities) will not: (i) conflict
      with
      or result in a violation of any provision of its Certificate of Incorporation
      or
      Bylaws; (ii) violate or conflict with, result in a breach of any provision
      of,
      constitute a default (or an event which with notice or lapse of time, or both,
      could become a default) under or give to others any rights of termination,
      amendment, acceleration or cancellation of any material agreement, indenture,
      patent, patent license or instrument to which the Company is a party; or (iii)
      to the best of the Company’s knowledge, result in a material violation of any
      law, rule, regulation, order, judgment or decree (including United States
      federal and state securities or “blue sky” laws and regulations and regulations
      of any self-regulatory organizations to which the Company or its securities
      are
      subject) applicable to the Company or by which any property or asset of the
      Company is bound or affected (except for such conflicts, breaches, defaults,
      terminations, amendments, accelerations, cancellations and violations as would
      not, individually or in the aggregate, have a Material Adverse
      Effect).

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (b) Except
      as
      specifically contemplated by this Agreement and as required under the Securities
      Act and any applicable state securities or “blue sky” laws or any listing
      agreement with any securities exchange or automated quotation system, the
      Company is not required to obtain any consent, authorization or order of, or
      make any filing or registration with, any court or governmental agency or any
      regulatory or self regulatory agency in order for it to execute, deliver or
      perform any of its obligations under this Agreement in accordance with the
      terms
      hereof, or to issue and sell the Securities in accordance with the terms hereof.
      All consents, authorizations, orders, filings and registrations which the
      Company is required to obtain pursuant to the preceding sentence have been
      obtained or effected on or prior to the date hereof.

    


    3.6. Absence
      of Certain Changes.
      Except
      as disclosed in the Term Sheet, since the date of the Term Sheet (including
      any
      subsequent amendments or supplements thereto) there has been no material adverse
      change in the assets, liabilities, business, properties, operations, financial
      condition, prospects or results of operations of the Company, except that the
      Company has continued losses from operations.

    


    3.7. Absence
      of Litigation.
      There
      is no action, suit, claim, proceeding, inquiry or investigation before or by
      any
      court, public board, government agency, self-regulatory organization or body
      pending or, to the knowledge of the Company, threatened, against or affecting
      the Company or any of its officers or directors acting as such that could,
      individually or in the aggregate, have a Material Adverse Effect.

    


    3.8. Intellectual
      Property Rights.
      The
      Company owns or possesses licenses or rights to use all patents, patent
      applications, patent rights, inventions, know-how, trade secrets, trademarks,
      trademark applications, service marks, service names, trade names and copyrights
      that it believes are necessary to enable it to conduct its business as now
      operated (the “Intellectual Property”). Except as set forth in the Term Sheet,
      there are no material options, licenses or agreements relating to the
      Intellectual Property, nor is the Company bound by, or a party to, any material
      options, licenses or agreements relating to the patents, patent applications,
      patent rights, inventions, know-how, trade secrets, trademarks, trademark
      applications, service marks, service names, trade names or copyrights of any
      other person or entity. There is no claim or action or proceeding pending or,
      to
      the Company’s knowledge, threatened, that challenges the right of the Company
      with respect to any Intellectual Property.

    


    3.9. Tax
      Status.
      The
      Company has timely made or filed all federal, state and foreign income and
      all
      other tax returns, reports and declarations required by any jurisdiction to
      which it is subject (unless and only to the extent that the Company has set
      aside on its books provisions reasonably adequate for the payment of all unpaid
      and unreported taxes) and has timely paid all taxes and other governmental
      assessments and charges that are material in amount, shown or determined to
      be
      due on such returns, reports and declarations, except those being contested
      in
      good faith, and has set aside on its books provisions reasonably adequate for
      the payment of all taxes for periods subsequent to the periods to which such
      returns, reports or declarations apply. To the knowledge of the Company, there
      are no unpaid taxes in any material amount claimed to be due by the taxing
      authority of any jurisdiction, and the officers of the Company know of no basis
      for any such claim. The Company has not executed a waiver with respect to the
      statute of limitations relating to the assessment or collection of any foreign,
      federal, state or local tax. To the Company’s knowledge, none of the Company’s
      tax returns are presently being audited by any taxing authority.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.10. No
      Brokers.
      Except
      as disclosed in the Term Sheet, the Company has taken no action which would
      give
      rise to any claim by any person for brokerage commissions, finder’s fees or
      similar payments relating to this Agreement or the transactions contemplated
      hereby, except for dealings with the Placement Agent, whose expenses will be
      paid by the Company. 

    


    3.11. Investment
      Company Status.
      The
      Company is not, and upon consummation of the sale of the Securities will not
      be,
      an “investment company,” a company controlled by an “investment company” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company” as such terms are defined in the Investment Company Act of
      1940, as amended. 

    


    3.12. Placement
      Agent.
      The
      Company has engaged, consented to and authorized the Placement Agent to act
      as
      agent of the Company in connection with the transactions contemplated by this
      Agreement. The Company will pay the Placement Agent a non-accountable expense
      allowance of One Hundred Thousand Dollars ($100,000.00) for introduction to
      investors and other services and the Company agrees to indemnify and hold
      harmless the Subscribers from and against all fees, commissions or other
      payments owing by the Company to the Placement Agent or any other person or
      firm
      acting on behalf of the Company hereunder.

    


    3.13. Financial
      Statements.
      The
      financial statements of the Company included in the Term Sheet (the "Financial
      Statements") (a) fairly present in all material respects the financial
      condition and position of the Company at the dates and for the periods
      indicated; (b) have been prepared in conformity with generally accepted
      accounting principles in the United States (“GAAP”) consistently applied
      throughout the periods covered thereby, except as may be otherwise specified
      in
      such Financial Statements or the notes thereto and except that any unaudited
      financial statements may not contain all footnotes required by GAAP; and
      (c) fairly present in all material respects the financial position of the
      Company as of and for the dates thereof and the results of operations and cash
      flows for the periods then ended, subject, in the case of any unaudited
      statements, to normal, immaterial, year-end audit adjustments. Since the date
      of
      the most recent balance sheet included as part of the Financial Statements,
      and
      except as set forth in the Term Sheet, there has not been to the Company’s
      knowledge (a) any change in the assets, liabilities, financial condition or
      operations of the Company from that reflected in the Financial Statements,
      other
      than changes in the ordinary course of business, including ongoing losses,
      none
      of which individually or in the aggregate would reasonably be expected to have
      a
      Material Adverse Effect; or (b) any other event or condition of any character
      that, either individually or cumulatively, would reasonably be expected to
      have
      a Material Adverse Effect, except for the expenses incurred in connection with
      the transactions contemplated by this Agreement.

    


    3.14. Title
      to Properties and Assets; Liens, Etc.
      The
      Company has good and marketable title to its properties and assets, including
      the properties and assets reflected in the most recent balance sheet included
      in
      the Financial Statements, and good title to its leasehold estates, in each
      case
      subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
      (a) those resulting from taxes which have not yet become delinquent; (b) liens
      and encumbrances which do not materially detract from the value of the property
      subject thereto or materially impair the operations of the Company; (c) those
      that have otherwise arisen in the ordinary course of business; and (d) those
      that would not reasonably be expected to have a Material Adverse Effect. The
      Company is in compliance with all material terms of each lease to which it
      is a
      party or is otherwise bound. 

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    3.15. Obligations
      to Related Parties.
      Except
      as disclosed in the Term Sheet or as would not reasonably be expected to have
      a
      Material Adverse Effect, there are no obligations of the Company to officers,
      directors, stockholders, or employees of the Company other than (a) for payment
      of salary or other compensation for services rendered; (b) reimbursement for
      reasonable expenses incurred on behalf of the Company; (c) standard
      indemnification provisions in the certificate of incorporation and by-laws;
      and
      (d) for other standard employee benefits made generally available to all
      employees (including stock option agreements outstanding under any stock option
      plan approved by the Board). Except as may be disclosed in the Term Sheet or
      Financial Statements, the Company is not a guarantor or indemnitor of any
      indebtedness of any other person, firm or corporation.

    


    3.16. Employee
      Relations; Employee Benefit Plans.
      The
      Company is not a party to any collective bargaining agreement or a union
      contract. The Company believes that its relations with its employees are good.
      No executive officer (as defined in Rule 501(f) of the Securities Act) of the
      Company has notified the Company that such officer intends to leave the Company
      or otherwise terminate such officer's employment with the Company. The Company
      is in compliance with all federal, state, local and foreign laws and regulations
      respecting employment and employment practices, terms and conditions of
      employment and wages and hours, except where failure to be in compliance would
      not, either individually or in the aggregate, reasonably be expected to result
      in a Material Adverse Effect. Except as disclosed in the Term Sheet, the Company
      does not maintain any compensation or benefit plan, agreement, arrangement
      or
      commitment (including, but not limited to, "employee benefit plans", as defined
      in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
      amended ("ERISA") for any present or former employees, officers or directors
      of
      the Company or with respect to which the Company has liability or makes or
      has
      an obligation to make contributions, other than any such plans, agreements,
      arrangements or commitments made generally available to the Company’s
      employees.

    


    3.17. Environmental
      Laws.
      To its
      knowledge, the Company (a) is in compliance with any and all Environmental
      Laws
      (as hereinafter defined); (b) has received all permits, licenses or other
      approvals required of it under applicable Environmental Laws to conduct its
      business; and (c) is in compliance with all terms and conditions of any such
      permit, license or approval where, in each of the foregoing clauses (a), (b)
      and
      (c), the failure to so comply would reasonably be expected to have, individually
      or in the aggregate, a Material Adverse Effect. The term "Environmental Laws"
      means all federal, state, local or foreign laws relating to pollution or
      protection of human health or the environment (including, without limitation,
      ambient air, surface water, groundwater, land surface or subsurface strata),
      including, without limitation, laws relating to emissions, discharges, releases
      or threatened releases of chemicals, pollutants, contaminants, or toxic or
      hazardous substances or wastes (collectively, "Hazardous Materials") into the
      environment, or otherwise relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous Materials,
      as well as all authorizations, codes, decrees, demands or demand letters,
      injunctions, judgments, licenses, notices or notice letters, orders, permits,
      plans or regulations issued, entered, promulgated or approved thereunder.


    


    3.18. Disclosure.
      The
      Offering Documents and all other documents delivered to the Subscriber in
      connection herewith at the Closing, do not, as of their respective dates,
      contain any untrue statement of a material fact, or omit to state a material
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading. There are no facts that,
      individually or in the aggregate, would have a Material Adverse Effect that
      have
      not been disclosed in the Offering Documents (including the Schedules and
      Exhibits thereto) or any other documents delivered to the Subscriber in
      connection herewith or therewith at the Closing.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    3.19. Securities
      Law Exemption.
      Assuming the truth and accuracy of the Subscriber’s representations and
      warranties in this Agreement and the truth and accuracy of each of the other
      Subscribers’ representations and warranties set forth in the subscription
      agreements executed by such other Subscribers, the offer, sale and issuance
      of
      the Securities as contemplated by this Agreement and the other subscription
      agreements are exempt from the registration requirements of the Securities
      Act
      and applicable state securities laws, and neither the Company nor any authorized
      agent acting on its behalf has taken or will take any action hereafter that
      would cause the loss of such exemption.

    


    3.20. Licenses
      and Permits.

    


    (a) Except
      as
      set forth in the Offering Documents, the Company has obtained and maintains
      all
      federal, state, local and foreign licenses, permits, consents, approvals,
      registrations, authorizations and qualifications required to be maintained
      in
      connection with its operations as presently conducted and as proposed to be
      conducted, except where the failure to obtain or maintain such licenses,
      permits, consents, approvals, registrations, authorizations and qualifications
      could not have a Material Adverse Effect. The Company is not in default in
      any
      material respect under any of such licenses, permits, consents, approvals,
      registrations, memberships, authorizations and qualifications.

    


    (b) To
      the
      Company’s knowledge, the conduct of its business as presently and proposed to be
      conducted is not presently subject to continuing oversight, supervision,
      regulation or examination by any governmental official or body of the United
      States or any other jurisdiction wherein the Company conducts or proposes to
      conduct business, except as described in the Offering Documents and except
      such
      regulation as is applicable to commercial enterprises generally.

    


    3.21. No
      Integrated Offering.
      Neither
      the Company nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales in any security
      or
      solicited any offers to buy any security under circumstances that would require
      registration under the Securities Act. Except as disclosed in the Offering
      Documents, the Company has not sold or issued any shares of Common Stock,
      convertible notes or warrants during the past six months, including sales
      pursuant to Rule 144A, Regulation D or Regulation S under the Securities Act,
      other than shares issued pursuant to employee benefit plans, if any.


    


    3.22. Related
      Party Transactions.
      No
      transaction has occurred between or among the Company and any of its affiliates,
      officers or directors or any affiliate of any such officer or director that
      is
      required to be described in the Offering Documents that is not so described.
      

    


    3.23. Books
      and Records.
      The
      books, records and accounts of the Company accurately and fairly reflect, in
      reasonable detail, the transactions in, and dispositions of, the assets of,
      and
      the results of operations of, the Company, all to the extent required by
      generally accepted accounting principles. 

    


    3.24. Subscription
      Agreements.
      This
      Subscription Agreement contains the same terms, conditions, rights, obligations,
      representations, warranties and covenants as the Subscription Agreements entered
      into by the Company and all other subscribers in the Offering. 

    


    3.25. Foreign
      Corrupt Practices.
      Neither
      the Company, nor to the knowledge of the Company, any agent or other person
      acting on behalf of the Company, has (i) directly or indirectly, used any
      funds for unlawful contributions, gifts, entertainment or other unlawful
      expenses related to foreign or domestic political activity, (ii) made any
      unlawful payment to foreign or domestic government officials or employees or
      to
      any foreign or domestic political parties or campaigns from corporate funds,
      (iii) failed to disclose fully any contribution made by the Company (or
      made by any person acting on its behalf of which the Company is aware) which
      is
      in violation of law, or (iv) violated in any material respect any provision
      of the Foreign Corrupt Practices Act of 1977, as amended.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    3.26. Sufficiency
      of Cash.
      Based
      on the financial condition of the Company as of the Closing Date, after giving
      effect to the receipt by the Company of the proceeds from the sale of the Shares
      hereunder, the Company reasonably expects to have sufficient cash on hand to
      pay
      all of its currently foreseeable expenses for the next
      12 months.

     

    3.27. Internal
      Accounting Controls.
      The
      Company maintains a system of internal accounting controls sufficient 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 financial statements in conformity with
      GAAP 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. 

    


    3.28. Investment
      Company. The
      Company is not required to be registered as, and immediately following the
      Closing will not be required to register as, an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.

    


    ARTICLE
      IV 
      COVENANTS OF THE COMPANY AND SUBSCRIBER

    


    4.1. Form
      D; Blue Sky Laws.
      The
      Company shall timely file with the SEC a Notice of Sale of Securities on Form
      D
      with respect to the Offering, as required under Regulation D. The Company will,
      on or before the Closing Date, take such action as it reasonably determines
      to
      be necessary to qualify the Securities for sale to the Subscriber under this
      Agreement under applicable securities (or “blue sky”) laws or regulations of the
      states of the United States (or to obtain an exemption from such qualification).
      

    


    4.2. Expenses.
      The
      Company and the Subscriber are liable for, and shall pay, their own expenses
      incurred in connection with the negotiation, preparation, execution and delivery
      of this Agreement, including, without limitation, attorneys’ and consultants’
fees and expenses.

    


    4.3. 8K
      Filing.
      The
      Company agrees to cause Laurier to file with the SEC a Current Report on Form
      8-K within four business days following the closing of the Merger, which report
      shall conform in all material respects to the requirements of the Exchange
      Act,
      including the rules and regulations promulgated thereunder. As of the filing
      of
      such Form 8-K, the Subscriber will not be in possession of any material,
      non-public information concerning the Company or Laurier 

    


    ARTICLE
      V  
      CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER

    


    The
      Subscriber’s obligation to purchase Securities at the Closing is subject to the
      fulfillment on or prior to the Closing of the following conditions, which
      conditions may be waived at the option of the Subscriber to the extent permitted
      by law:

    


    5.1. Representations
      and Warranties Correct.
      The
      representations and warranties made by the Company in ARTICLE
      III hereof
      shall be true and correct in all material respects when made, and, except for
      any representations and warranties made by the Company as of a specific date,
      shall be true and correct in all material respects on the Closing Date with
      the
      same force and effect as if they had been made on and as of said
      date. 

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    5.2. Covenants.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to such purchase shall have been performed or
      complied with in all material respects. 

    


    5.3. No
      Legal Order Pending.
      There
      shall not then be in effect any legal or other order enjoining or materially
      restraining the transactions contemplated by this Agreement.

    


    5.4. No
      Law
      Prohibiting or Restricting Such Sale.
      There
      shall not be in effect any law, rule or regulation prohibiting or materially
      restricting such sale or requiring any consent or approval of any person which
      shall not have been obtained to issue the Common Stock (except as otherwise
      provided in this Agreement).

    


    5.5. Legal
      Opinion.
      The
      Placement Agent shall have received a legal opinion from the Company’s outside
      counsel covering such matters as reasonably requested by the Placement
      Agent.

    


    5.6. Officer’s
      Certificates.
      The
      Company shall have delivered a Certificate, executed on behalf of the Company
      by
      its principal executive officer or principal financial officer, dated as of
      the
      Closing Date, certifying to the fulfillment of the conditions specified in
      Sections 5.1,
      5.2,
      5.3,
      and 5.4
      of this
ARTICLE
      V,
      and
      (ii) Pubco and Merger Sub shall have delivered a Certificate to the Company,
      executed by their respective Chief Executive Officers or Chief Financial
      Officers, dated as of the Closing Date, certifying to the representations and
      warranties and conditions set forth in the Merger Agreement. 

    


    5.7. Secretary
      Certificates.
      The
      Company shall have delivered a Certificate, executed on behalf of the Company
      by
      its Secretary, dated as of the Closing Date, certifying the resolutions adopted
      by the Board of Directors of the Company approving, as applicable, the
      transactions contemplated by this Agreement and the issuance of the Shares,
      certifying the current versions of its Certificate of Incorporation and Bylaws
      or other organizational documents and certifying as to the signatures and
      authority of persons signing this Agreement and related documents on its
      behalf.

    


    5.8. Minimum
      Offering.
      The
      Company shall have received subscriptions representing the Minimum Offering
      and
      funds for the aggregate purchase price relating to such subscriptions shall
      have
      been deposited with the Escrow Agent.


    


    ARTICLE
      VI REGISTRATION
      RIGHTS.

    


    6.1. Registration;
      Definitions.

    


    (a) No
      later
      than sixty (60) days following the Merger (as defined in the Term Sheet) (the
      “Registration Due Date”), the Company shall prepare and file with the SEC a
      registration statement covering the resale of all of the Registrable Securities
      (the “Registration Statement”). The Registration Statement required hereunder
      shall be on Form S-1 or any another appropriate form in accordance herewith,
      in
      the sole discretion of the Company. Subject to the terms of this Agreement,
      the
      Company shall use its reasonable best efforts to cause the Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof and shall use its reasonable best efforts
      to
      keep the Registration Statement continuously effective under the Securities
      Act
      until the earlier of (i) the date as of which the Holder may sell all of the
      Registrable Securities covered by such Registration Statement without
      restriction pursuant to Rule 144 and without the requirement to be in compliance
      with Rule 144(c)(1) (or any successor thereto) promulgated under the Securities
      Acct or (ii) the date on which the Holder shall have sold all of the Registrable
      Securities covered by such Registration Statement (the “Effectiveness
      Period”).

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b) In
      the
      event the Company fails to file the Registration Statement with the SEC on
      or
      before Registration Due Date, the Company shall pay to each Subscriber, as
      liquidated damages and not as a penalty, an amount, for each month (or portion
      of a month) in which such delay shall occur, equal to one percent (1%) of the
      Purchase Price paid by each such Subscriber, until the point in time when the
      Company has filed the Registration Statement with the SEC, but in no event
      longer than the Effectiveness Period. 

    


    (c) The
      term
“Registrable Securities” shall mean (i) the Common Stock sold in the Offering,
      (ii) any Common Stock received by a Holder as a result of the conversion of
      certain outstanding convertible notes, as described in the Term Sheet (including
      Common Stock issuable upon exercise of warrants received such Holders); (iii)
      the securities received by a Holder (as defined below) in connection with the
      Merger; or (iv) any shares of Common Stock (or shares of the same class of
      securities issued to the Holder in connection with the Merger) issued or
      issuable upon any stock split, dividend or other distribution, recapitalization
      or similar event with respect to the foregoing; provided, however, that
      securities shall only be treated as Registrable Securities if and only for
      so
      long as they (i) have not been sold (A) pursuant to a registration statement;
      (B) to or through a broker, dealer or underwriter in a public distribution
      or a
      public securities transaction; and/or (C) in a transaction exempt from the
      registration and prospectus delivery requirements of the Securities Act under
      Section 4(1) thereof so that all transfer restrictions and restrictive legends
      with respect thereto, if any, are removed upon the consummation of such sale;
      (ii) are not held by a Holder (as defined below) or a permitted transferee;
      and
      (iii) may be sold without restriction pursuant to Rule 144 and without the
      requirement to be in compliance with Rule 144(c)(1) (or any successor thereto)
      under the Securities Act. 

    


    (d) The
      term
“Holder” shall mean any person owning or having the right to acquire Registrable
      Securities or any permitted transferee of a Holder.

    


    6.2. Registration
      Procedures; Company.
      In
      connection with the Company's registration obligations set forth in
      Section 6.1
      above,
      the Company shall:

    


    (a) Not
      less
      than five (5) business days prior to the filing of the Registration Statement
      or
      any related prospectus or any amendment or supplement thereto (i) furnish to
      the
      Holders copies of all such documents proposed to be filed (including documents
      incorporated or deemed incorporated by reference to the extent requested by
      such
      Holder) which documents will be subject to the review of such Holders and (ii)
      cause its officers, directors, counsel and independent certified public
      accountants to respond to such inquiries as shall be necessary, in the
      reasonable opinion of respective counsel, to conduct a reasonable investigation
      within the meaning of the Securities Act. The Company shall not file the
      Registration Statement or any such prospectus or any amendments or supplements
      thereto to which the Holders of a majority of the Registrable Securities shall
      reasonably object in good faith, provided that the Company is notified of such
      objection in writing no later than three (3) business days after the Holders
      have been so furnished copies of such documents. 

    


    (b) Prepare
      and file with the SEC such amendments, including post-effective amendments,
      to
      the Registration Statement and the prospectus used in connection therewith
      as
      may be necessary to keep the Registration Statement continuously effective
      as to
      the applicable Registrable Securities for the Effectiveness Period and prepare
      and file with the SEC such additional Registration Statements in order to
      register for resale under the Securities Act all of the Registrable
      Securities.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (c) Use
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of the Registration
      Statement or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment. 

    


    (d) Comply
      with all applicable rules and regulations of the SEC. 

    


    (e) To
      the
      extent that a Holder is not a broker-dealer or an affiliate of a broker-dealer,
      use reasonable best effort to avoid specifically identifying by name such Holder
      in the Registration Statement as being an “underwriter” or “deemed an
      underwriter;” provided,
      however,
      that if
      the SEC (including the staff of the SEC) takes the position that such
      identification is required in the Registration Statement, the Company may comply
      with such position if, in the Company’s judgment, to resist in doing so would
      unreasonably delay the effectiveness of the Registration Statement.

     

    (f) Use
      its
      reasonable best efforts to register or qualify such Registrable Securities
      under
      such other securities or blue sky laws of such jurisdictions as the Holders
      reasonably request and do any and all other acts and things which may be
      reasonably necessary or advisable to enable the Investors to consummate the
      disposition in such jurisdictions of the Registrable Securities owned by the
      Holders; provided,
      however,
      that
      the Company will not be required to qualify generally to do business, subject
      itself to general taxation or consent to general service of process in any
      jurisdiction where it would not otherwise be required to do so but for this
      paragraph (e) or to provide any material undertaking or make any changes in
      its
      By-laws or Certificate of Incorporation which the Board determines to be
      contrary to the best interests of the Company or to modify any of its
      contractual relationships then existing.

    


    (g) Furnish
      to any Holder, so long as the Holder owns any Registrable Securities, forthwith
      upon request (i) a copy of the most recent annual or quarterly report of the
      Company and such other reports and documents so filed by the Company, and (ii)
      such other information as may be reasonably requested in availing any Holder
      of
      any rule or regulation of the SEC which permits the selling of any such
      securities without registration or pursuant to such form. 

    


    6.3. Registration
      Procedures; Subscriber.
      In
      connection with the Company's registration obligations set forth in
      Section 6.1
      above:

    


    (a) The
      Subscriber shall cooperate with the Company, as requested by the Company, in
      connection with the preparation and filing of any Registration Statement
      hereunder. The Company may require the Subscriber to promptly furnish in writing
      to the Company such information as may be required in connection with such
      registration including, without limitation, all such information as may be
      requested by the SEC or FINRA or any state securities commission and all such
      information regarding the Subscriber, the Registrable Securities held by the
      Subscriber and the intended method of disposition of the Registrable Securities.
      The Subscriber agrees to provide such information requested in connection with
      such registration within five (5) business days after receiving such written
      request, and the Company shall not be responsible for any delays in obtaining
      or
      maintaining the effectiveness of the Registration Statement caused by any
      Subscriber’s failure to timely provide such information.

    


    
      
        
        

      

      
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    (b) If,
      in
      the good faith judgment of the Company, it would be detrimental to the Company
      or its stockholders for the Registration Statement to be filed or for resales
      of
      Registrable Securities to be made pursuant to the Registration Statement due
      to
      (i) the existence of a material development or potential material development
      involving the Company that the Company would be obligated to disclose in the
      Registration Statement, which disclosure would be premature or otherwise
      inadvisable at such time or would have a material adverse effect on the Company
      or its stockholders or (ii) a proposed filing of or use of an existing
      registration statement in connection with a Company-initiated registration
      of
      any class of its equity securities, which, in the good faith judgment of the
      Company, would adversely effect or require premature disclosure of the filing
      or
      use of such Company-initiated registration (notice thereof, a “Blackout
      Notice”),
      upon
      receipt of a Blackout Notice from the Company, the Subscriber shall immediately
      discontinue disposition of Registrable Securities pursuant to the Registration
      Statement (the period during which such disposition is discontinued, the
“Blackout Period”) covering such Registrable Securities until (i) the Company
      advises the Subscriber that the Blackout Period has terminated and (ii) the
      Subscriber receives copies of a supplemented or amended prospectus, if
      necessary. If so directed by the Company, the Subscriber will deliver to the
      Company (at the expense of the Company) or destroy (and deliver to the Company
      a
      certificate of destruction) all copies in the Subscriber’s possession (other
      than a limited number of file copies) of the prospectus covering such
      Registrable Securities that is current at the time of receipt of such notice.
      Notwithstanding anything in this Section 6.3(b) to the contrary, in no event
      shall any single Blackout Period last more than 30 consecutive trading days,
      nor
      may the aggregate number of days contained in a Blackout Period exceed 60 days
      (which need not be consecutive days) during any 12 month period.

    


    (c) If
      the
      Subscriber determines to engage an underwriter (other than the Subscriber)
      in
      connection with the offering of any Registrable Securities (an “Underwritten
      Offering”),
      the
      Subscriber will enter into and perform its obligations under an underwriting
      agreement, in usual and customary form, including, without limitation, customary
      indemnification and contribution obligations, with the managing underwriter
      of
      such offering, and will take such other actions as are reasonably required
      in
      order to expedite or facilitate the disposition of the Registrable Securities.
      The Subscriber shall consult with the Company prior to any Underwritten Offering
      and shall defer such Underwritten Offering for a reasonable period upon the
      request of the Company.

     

    (d) The
      Subscriber shall not take any action with respect to any distribution deemed
      to
      be made pursuant to the Registration Statement, which would constitute a
      violation of Regulation M under the Exchange Act or any other applicable rule,
      regulation or law.

    


    6.4. Registration
      Expenses.
      All
      fees and expenses of the Company incident to the performance of or compliance
      with Section 6.1
      and
      Section 6.2
      hereof
      by the Company shall be borne by the Company. In addition, the Company shall
      pay, on a one-time basis, the reasonable fees and expenses of one counsel to
      the
      Holders of up to Ten Thousand Dollars ($10,000.00) in the aggregate with respect
      to the review of any registration statement filed pursuant to
      Section 6.1
      hereof,
      as directed by the then Holders of a majority of the Registrable
      Securities.

    


    6.5. Indemnification.
      In the
      event that any Registrable Securities are included in a Registration Statement
      under this ARTICLE
      VI:

    


    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, any underwriter (as defined in the Securities Act) for such Holder
      and
      each person, if any, who controls such Holder or underwriter within the meaning
      of the Securities Act or the Exchange Act, against any losses, claims, damages,
      or liabilities (joint or several) to which they may become subject under the
      Securities Act, or the Exchange Act, insofar as such losses, claims, damages,
      or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      of the following statements, omissions or violations (collectively a
“Violation”): (i) any untrue statement or alleged untrue statement of a material
      fact contained in such registration statement, including any preliminary
      prospectus or final prospectus contained therein or any amendments or
      supplements thereto, (ii) the omission or alleged omission to state therein
      a
      material fact required to be stated therein, or necessary to make the statements
      therein not misleading, or (iii) any violation or alleged violation by the
      Company of the Securities Act, the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), or any rule or regulation promulgated under the Securities
      Act, or the Exchange Act, and the Company will pay to each such Holder,
      underwriter or controlling person, as incurred, any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such loss, claim, damage, liability, or action; provided, however, that the
      indemnity agreement contained in this Section 6.5(a)
      shall
      not
      apply to amounts paid in settlement of any such loss, claim, damage, liability,
      or action if such settlement is effected without the consent of the Company
      (which consent shall not be unreasonably withheld), nor shall the Company be
      liable in any such case for any such loss, claim, damage, liability, or action
      to the extent that it arises out of or is based upon a Violation which occurs
      in
      reliance upon and in conformity with written information furnished expressly
      for
      use in connection with such registration by any such Holder, underwriter or
      controlling person. 

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b) To
      the
      extent permitted by law, each Holder will indemnify and hold harmless the
      Company, each of its directors, each of its officers, each person, if any,
      who
      controls the Company within the meaning of the Securities Act, any underwriter,
      any other Holder selling securities in such registration statement and any
      controlling person of any such underwriter or other Holder, against any losses,
      claims, damages, or liabilities (joint or several) to which any of the foregoing
      persons may become subject, under the Securities Act, or the Exchange Act,
      insofar as such losses, claims, damages, or liabilities (or actions in respect
      thereto) arise out of or are based upon any Violation, in each case to the
      extent (and only to the extent) that such Violation occurs in reliance upon
      and
      in conformity with written information furnished or omitted by such Holder
      for
      use in connection with such registration; and each such Holder will pay, as
      incurred, any legal or other expenses incurred by any person intended to be
      indemnified pursuant to this Section 6.5(b),
      in
      connection with investigating or defending any such loss, claim, damage,
      liability, or action; provided, however, that the indemnity agreement contained
      in this Section 6.5(b)
      shall
      not apply to amounts paid in settlement of any such loss, claim, damage,
      liability or action if such settlement is effected without the consent of the
      Holder, which consent shall not be unreasonably withheld; provided, further,
      that, in no event shall any indemnity under this Section 6.5(b)
      exceed
      the greater of the cash value of the (i) net proceeds from the offering received
      by such Holder or (ii) such Holder’s investment pursuant to this Agreement as
      set forth on the signature page attached hereto.

    


    (c) Promptly
      after receipt by an indemnified party under this Section 6.5
      of
      notice of the commencement of any action (including any governmental action),
      such indemnified party shall, if a claim in respect thereof is to be made
      against any indemnifying party under this Section 6.5,
      deliver
      to the indemnifying party a written notice of the commencement thereof and
      the
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, jointly with any other indemnifying party
      similarly notified, to assume the defense thereof with counsel selected by
      the
      indemnifying party and approved by the indemnified party (whose approval shall
      not be unreasonably withheld); provided, however, that an indemnified party
      (together with all other indemnified parties which may be represented without
      conflict by one counsel) shall have the right to retain one separate counsel,
      with the fees and expenses to be paid by the indemnifying party, if
      representation of such indemnified party by the counsel retained by the
      indemnifying party would be inappropriate due to actual or potential differing
      interests between such indemnified party and any other party represented by
      such
      counsel in such proceeding. The failure to deliver written notice to the
      indemnifying party within a reasonable time of the commencement of any such
      action, if prejudicial to its ability to defend such action, shall relieve
      such
      indemnifying party of any liability to the indemnified party under this Section
      6.5,
      but the
      omission so to deliver written notice to the indemnifying party will not relieve
      it of any liability that it may have to any indemnified party otherwise than
      under this Section 6.5.
      

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (d) If
      the
      indemnification provided for in this Section 6.5
      is held
      by a court of competent jurisdiction to be unavailable to an indemnified party
      with respect to any loss, liability, claim, damage, or expense referred to
      therein, then the indemnifying party, in lieu of indemnifying such indemnified
      party hereunder, shall contribute to the amount paid or payable by such
      indemnified party as a result of such loss, liability, claim, damage, or expense
      in such proportion as is appropriate to reflect the relative fault of the
      indemnifying party on the one hand and of the indemnified party on the other
      in
      connection with the statements or omissions that resulted in such loss,
      liability, claim, damage, or expense as well as any other relevant equitable
      considerations. The relative fault of the indemnifying party and of the
      indemnified party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the alleged
      omission to state a material fact relates to information supplied by the
      indemnifying party or by the indemnified party and the parties' relative intent,
      knowledge, access to information, and opportunity to correct or prevent such
      statement or omission. 

    


    (e) The
      obligations of the Company and Holders under this Section 6.5
      shall
      survive the completion of any offering of Registrable Securities in a
      Registration Statement under this ARTICLE
      VI,
      and
      otherwise. 

    


    6.6. Cutback.
      In
      connection with filing the Registration Statement pursuant to
      Section 6.1
      hereof,
      the obligations of the Company set forth in this ARTICLE VI are subject to
      any
      limitations on the Company’s ability to register the full complement of such
      shares in accordance with Rule 415 under the Securities Act or other regulatory
      limitations. To the extent the number of such shares that can be registered
      is
      limited, the Company shall file a subsequent registration agreement which will
      provide, among other things, that the Company will use its reasonable best
      efforts to register additional tranches of Registrable Securities as soon as
      permissible thereafter under applicable laws, rules and regulations so that
      all
      of such Registrable Securities are registered as soon as reasonably
      practicable.

    


    6.7. Sales
      by Subscribers.
      The
      Subscriber shall sell any and all Registrable Securities (as defined below)
      purchased hereby in compliance with applicable prospectus delivery requirements,
      if any, or otherwise in compliance with the requirements for an exemption from
      registration under the Securities Act and the rules and regulations promulgated
      thereunder. The Subscriber will not make any sale, transfer or other disposition
      of the Securities in violation of federal or state securities or “blue sky” laws
      and regulations.

    


    6.8. Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Securities
      Act of any of its equity securities, other than on Form S-4 or Form S-8 (each
      as
      promulgated under the Securities Act) or their then equivalents relating to
      equity securities to be issued solely in connection with any acquisition of
      any
      entity or business or equity securities issuable in connection with the stock
      option or other employee benefit plans, then the Company shall send to each
      Holder a written notice of such determination and, if within fifteen (15) days
      after the date of such notice, any such Holder shall so request in writing,
      the
      Company shall include in such registration statement all or any part of such
      Registrable Securities such Holder requests to be registered, subject to
      customary underwriter cutbacks applicable to all holders of registration rights.
      

    


    6.9. Exchange
      Act Reporting.
      With a
      view to making available to the Subscribers the benefits of certain rules and
      regulations of the SEC which may permit the sale of the Registrable Securities
      to the public without registration, so long as the Holders still own Registrable
      Securities, the Company shall use its reasonable best efforts to: (i) make
      and keep public information available, as those terms are understood and defined
      in Rule 144 under the Securities Act, at all times; (ii) file with the
      SEC in a timely manner all reports and other documents required of the Company
      under the Exchange Act; and (iii) so long as a Holder owns any Registrable
      Securities, furnish to such Holder, upon any reasonable request, a written
      statement by the Company as to its compliance with Rule 144 under the
      Securities Act a copy of the most recent annual or quarterly report of the
      Company, and such other reports and documents of the Company as such Holder
      may
      reasonably request in availing itself of any rule or regulation of the SEC
      allowing a Holder to sell any such securities without registration.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    6.10. Waivers.
      With
      the written consent of the Company and the Holders holding at least a majority
      of the Registrable Securities that are then outstanding, any provision of
      this ARTICLE
      VI may
      be waived (either generally or in a particular instance, either retroactively
      or
      prospectively and either for a specified period of time or indefinitely) or
      amended, which waiver shall be applicable to all Holders, and shall be deemed
      to
      have been consented to by all Holders, provided,
      however,
      that
      (i) the Company’s obligation to any single Holder to file the Registration
      Statement by the Registration Due Date may not be waived without the unanimous
      consent of all Holders, and (ii) any amendment to, or waiver of, this
ARTICLE
      VI that
      disproportionately and adversely affects any Holder shall require the prior
      written consent of such Holder (it being acknowledged, for the avoidance of
      doubt, that a party not be deemed disproportionately affected solely because
      it
      owns a larger or smaller number of securities than another party). Upon the
      effectuation of each such waiver or amendment, the Company shall promptly give
      written notice thereof to the Holders, if any, who have not previously received
      notice thereof or consented thereto in writing.

     

    6.11. Assignment
      of Registration Rights.
      The
      Holder’s rights under this Article VI may be assigned to any transferee of all
      or any portion of the Registrable Securities if: (i) the Holder agrees in
      writing with the transferee or assignee to assign such rights, and a copy of
      such agreement is furnished to the Company within a reasonable time after such
      assignment, (ii) the Company is, within a reasonable time after such transfer
      or
      assignment, furnished with written notice of (a) the name and address of such
      transferee or assignee, and (b) the securities with respect to which such
      registration rights are being transferred or assigned, and (iii) at or before
      the time the Company receives the written notice contemplated by clause (ii)
      of
      this sentence, the transferee or assignee agrees in writing with the Company
      to
      be bound by all of the provisions contained herein. In the event that the Holder
      transfers all or any portion of its Registrable Securities pursuant to this
      Section 6.11, the Company shall have at least ten (10) days to file any
      amendments or supplements necessary to keep the Registration Statement current
      and effective pursuant to Rule 415 under the Securities Act. Notwithstanding
      the
      foregoing, no assignment made pursuant to this Section 6.11 shall have the
      effect of obligating the Company to continue to maintain the effectiveness
      of
      the Registration Statement with respect to any Registrable Securities that
      were
      sold or assigned pursuant to the Registration Statement or Rule 144 promulgated
      under the Securities Act.

     

    6.12. Listing
      and Maintenance Requirements.
      Following completion of the Merger, the securities received in the Merger in
      exchange for the Shares will be registered pursuant to Section 12(b) or 12(g)
      of
      the Exchange Act, and no action will be taken to have the effect of terminating
      such registration under the Exchange Act. The securities into which the Shares
      will be exchanged in the Merger are eligible for trading on the OTC Bulletin
      Board and the Company will use reasonable best efforts to maintain such trading
      eligibility on the OTC Bulletin Board until such time as such securities are
      approved for listing on a national securities exchange.

    


    ARTICLE
      VII MISCELLANEOUS

    


    7.1. Governing
      Law; Jurisdiction.
      This
      Agreement will be governed by and interpreted in accordance with the laws of
      the
      State of Delaware without regard to the principles of conflict of laws. The
      parties hereto hereby submit to the exclusive jurisdiction of the United States
      federal and state courts located in the Borough of Manhattan, in the State
      of
      New York with respect to any dispute arising under this Agreement or the
      transactions contemplated hereby or thereby. 

    


    
      
        
        

      

      
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    7.2. Counterparts;
      Signatures by Facsimile.
      . This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format or other electronic data
      file, such signature shall create a valid and binding obligation of the party
      executing (or on whose behalf such signature is executed) with the same force
      and effect as if such facsimile, “.pdf” or other electronic data file signature
      page were an original thereof. 

    


    7.3. Headings.
      The
      headings of this Agreement are for convenience of reference only, are not part
      of this Agreement and do not affect its interpretation. 

    


    7.4. Severability.
      If any
      provision of this Agreement is invalid or unenforceable under any applicable
      statute or rule of law, then such provision will be deemed modified in order
      to
      conform to such statute or rule of law. Any provision hereof that may prove
      invalid or unenforceable under any law will not affect the validity or
      enforceability of any other provision hereof. 

    


    7.5. Entire
      Agreement; Amendments.
      This
      Agreement (including all schedules and exhibits hereto) constitutes the entire
      agreement among the parties hereto with respect to the subject matter hereof
      and
      thereof. There are no restrictions, promises, warranties or undertakings, other
      than those set forth or referred to herein or therein. This Agreement supersedes
      all prior agreements and understandings among the parties hereto with respect
      to
      the subject matter hereof. Except as set forth in ARTICLE
      VI,
      no
      provision of this Agreement may be waived or amended other than by an instrument
      in writing signed by the party to be charged with enforcement.

    


    7.6. Notices.
      Any
      notices required or permitted to be given under the terms of this Agreement
      must
      be sent by certified or registered mail (return receipt requested) or delivered
      personally or by courier (including a recognized overnight delivery service)
      and
      will be effective five days after being placed in the mail, if mailed by regular
      United States mail, or upon receipt, if delivered personally, or by courier
      (including a recognized overnight delivery service), in each case addressed
      to a
      party. The addresses for such communications are:

    


    If
      to the
      Company: 

    


    Arno
      Therapeutics, Inc. 

    30
      Two
      Bridges Rd., Suite 270

    Fairfield,
      NJ 07004

    Attention:
      President

    Tel:
      (862) 703-7170

    Fax:
      (973) 227-5759

    


    With
      a
      copy (which shall not constitute notice) to:

     

    Fredrikson
      & Byron, P.A.

    200
      South
      Sixth Street

    Minneapolis,
      MN 55402

    Attention:
      Christopher J. Melsha, Esq.

    Fax:
      (612) 492-7077

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Subscriber: To the address set forth immediately below the Subscriber’s name on
      the signature pages hereto.

    


    Each
      party will provide written notice to the other parties of any change in its
      address.

    


    7.7. Successors
      and Assigns.
      Subject
      to Section 6.11 hereof, this Agreement is binding upon and inures to the benefit
      of the parties and their successors and assigns. The Company will not assign
      this Agreement or any rights or obligations hereunder without the prior written
      consent of the Subscriber and the Subscriber may not assign this Agreement
      or
      any rights or obligations hereunder without the prior written consent of the
      Company, and any such assignment without the prior written consent of the
      Company shall be void ab
      initio.
      Notwithstanding the foregoing, subject to Section 6.11 hereof, the Subscriber
      may assign all or part of its rights and obligations hereunder to any of its
      “affiliates,” as that term is defined under the Securities Act, without the
      consent of the Company so long as the affiliate is an accredited investor
      (within the meaning of Regulation D) and agrees in writing to be bound by this
      Agreement. This provision does not limit the Subscriber’s right to transfer the
      Common Stock pursuant to the terms of this Agreement or to assign the
      Subscriber’s rights hereunder to any such transferee pursuant to the terms of
      this Agreement. 

    


    7.8. Third
      Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person. 

    


    7.9. Further
      Assurances.
      Each
      party will do and perform, or cause to be done and performed, all such further
      acts and things, and will execute and deliver all other agreements,
      certificates, instruments and documents, as another party may reasonably request
      in order to carry out the intent and accomplish the purposes of this Agreement
      and the consummation of the transactions contemplated hereby. 

    


    7.10. No
      Strict Construction.
      The
      language used in this Agreement is deemed to be the language chosen by the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

    


    7.11. Acceptance.
      Upon
      the execution and delivery of this Agreement by the Subscriber, this Agreement
      shall become a binding obligation of the Subscriber with respect to the purchase
      of Securities as herein provided, subject to acceptance by the Company; subject,
      however, to the right hereby reserved to the Company to enter into the same
      agreements with other Subscribers and to add and/or delete other persons as
      Subscribers.

    


    7.12. Waiver.
      It is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party. 

    


    7.13. Other
      Documents.
      The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.


    


    7.14. Public
      Statements.
      The
      Subscriber agrees not to issue any public statement with respect to the
      Subscriber’s investment or proposed investment in the Company or the terms of
      any agreement or covenant between them and the Company without the Company’s
      prior written consent, except such disclosures as may be required under
      applicable law or under any applicable order, rule or regulation. 

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    7.15. Exculpation
      Among Subscribers.
      The
      Subscriber agrees, acknowledges and understands that it is not relying on any
      of
      the other Subscribers in making its investment or decision to invest in the
      Company. The Subscriber agrees, acknowledges and understands that none of the
      other Subscribers nor their respective controlling persons, officers, directors,
      partners, agents or employees shall be liable to the Subscriber for any action
      heretofore or hereafter taken or omitted to be taken by any of them in
      connection with the purchase of the Securities or the execution of or
      performance under this Agreement, nor shall the Subscriber be liable to the
      other Subscribers for any action heretofore or hereafter taken or omitted to
      be
      taken by the Subscriber in connection with the purchase of the Securities or
      the
      execution of or performance under this Agreement.

    


    7.16. Several
      Obligations.
      The
      obligations of each Subscriber under any Subscription Agreements are several
      and
      not joint with the obligations of any other Subscriber, and no Subscriber shall
      be responsible in any way for the performance of the obligations of any other
      Subscriber under any Subscription Agreement. Nothing contained herein or in
      any
      other Subscription Agreement, and no action taken by any Subscriber pursuant
      hereto or thereto, shall be deemed to constitute the Subscribers as a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Subscribers are in any way acting in concert
      or as
      a group with respect to such obligations or the transactions contemplated by
      the
      Subscription Agreements. Each Subscriber confirms that it has independently
      participated in the negotiation of the transaction contemplated hereby with
      the
      advice of its own counsel and advisors. Each Subscriber shall be entitled to
      independently protect and enforce its rights, including, without limitation,
      the
      rights arising out of this Agreement or out of any other Subscription
      Agreements, and it shall not be necessary for any other Subscriber to be joined
      as an additional party in any proceeding for such purpose. The Company
      acknowledges that each of the Subscribers has been provided with the same
      Subscription Agreements for the purpose of closing a transaction with multiple
      Subscribers and not because it was required or requested to do so by any
      Subscriber.

    


    7.17. The
      representations and warranties of the Company contained in ARTICLE III shall
      survive the Closing of the Offering for a period of two (2) years following
      the
      Closing.

    


    7.18. Pre-emptive
      Rights.
      

    


    (a) For
      a
      period of 24 months from the Closing, in the event that the Company proposes,
      from time to time, to sell and issue any New Securities (as defined below)
      (a
“Subsequent Financing”), each Qualified Investor (as defined below) shall be
      entitled to purchase a number of New Securities in an amount determined by
      multiplying (i) the quotient determined by dividing (1) the number of Shares
      held by such Qualified Investor on the date of the Subsequent Financing by
      (2)
      the total number of shares of Common Stock outstanding on the date of the
      Subsequent Financing, by (ii) the total number of shares sold or proposed to
      be
      sold in such Subsequent Financing. 

    


    (b) If
      the
      Company proposes to sell New Securities to any Person, the Company shall deliver
      to each Qualified Investor an offer (the “Offer”)
      to
      purchase up to the number of New Securities pursuant to the formula described
      in
      Section 7.18(a) above. The Offer shall state that the Company proposes to issue
      New Securities and specify the number and terms thereof. The Offer shall remain
      open and irrevocable for a period of 10 business days (the “Preemptive
      Period”)
      from
      the date of its delivery.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (c) For
      purposes of this Section 7.18: 

    


    
      	 	
              (i)

            	
              “New
                Securities” shall mean any equity securities of the Company or securities
                exercisable for or convertible into equity securities of the Company;
                provided, however, that New Securities shall not include any of the
                following issuance of equity securities: (1) to employees, consultants
                or
                directors of the Company (or options, warrants or other rights exercisable
                for shares of Common Stock); (2) upon exercise or conversion of options,
                warrants or convertible securities existing on the date hereof; (3)
                pursuant to a bona fide acquisition of a corporation or other corporate
                entity or a joint venture agreement; (4) to a commercial lender or
                other
                financial institution pursuant to debt financing or commercial
                transactions; (5) in connection with any settlement of claims against
                the
                Company; (6) in connection with sponsored research, collaboration,
                technology license, development, marketing or other similar arrangements
                or strategic partnerships; and (7) to suppliers of goods or services
                in
                connection with the provision of goods or services to the
                Company.

            


    

    


    
      	
            	(ii)	
              “Qualified
                Investor” shall mean any Investor that purchases a minimum of $1,000,000
                of Shares in the Offering.

            


    

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    NUMBER
      OF SHARES _______________________ x
      $______________ = $ ______________
      

                                                                           
      (Offering
      Price)         
      (Investment Amount) 

    

      
        	
                ________________________________________

              	 	
                ________________________________________

              
	
                Signature

              	 	
                Signature
                  (if purchasing jointly)

              
	 	 	 
	
                ________________________________________

              	 	
                ________________________________________ 

              
	
                Name
                  Typed or Printed

              	 	
                Name
                  Typed or Printed

              
	 	 	 
	
                ________________________________________

              	 	
                
                  ________________________________________

                

              
	
                Entity
                  Name

              	 	
                Entity
                  Name

              
	 	 	 
	
                ________________________________________

              	 	
                
                  ________________________________________

                

              
	
                Address

              	 	
                Address

              
	 	 	 
	
                ________________________________________

              	 	
                
                  ________________________________________

                

              
	
                City,
                  State and Zip Code

              	 	
                City,
                  State and Zip Code

              
	 	 	 
	
                ________________________________________

              	 	
                ________________________________________

              
	
                Telephone-Business

              	 	
                Telephone—Business

              
	 	 	 
	
                ________________________________________

              	 	
                
                  ________________________________________

                

              
	
                Telephone-Residence

              	 	
                Telephone—Residence

              
	 	 	 
	
                ________________________________________

              	 	
                
                  ________________________________________

                

              
	
                Facsimile-Business

              	 	
                Facsimile—Business

              
	 	 	 
	
                ________________________________________

              	 	
                ________________________________________

              
	
                Facsimile-Residence

              	 	
                Facsimile—Residence

              


      

       

      
        	
                Tax
                  ID # or Social Security # _______________

              	 	 


      

       

      
        	
                Name
                  in which securities should be issued:

              	 	
                ________________________________________

              
	 	 	 
	
                Dated:
                  _________________________, 2008

              	 	 


      

    

    


    This
      Subscription Agreement is agreed to and accepted as of _________________,
      2008.

                                                                                                                                              
;   (Date)

     

    
      	 	
              ARNO
                THERAPEUTICS, INC.

            
	 	 
	 	
              By:________________________________________________

            
	 	
              Name:    

            	
              Dr.
                Scott Z. Fields

            
	 	
              Title:

            	
              President

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE
      OF SIGNATORY

    


    (To
      be completed if Securities are

    being
      subscribed for by an entity)

    


    


    I,____________________________,
      am the____________________________ of __________________________________________
      (the "Entity").

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement and to purchase and hold the Securities,
      and certify further that the Subscription Agreement has been duly and validly
      executed on behalf of the Entity and constitutes a legal and binding obligation
      of the Entity.

    


    IN
      WITNESS WHEREOF, I have set my hand this ________ day of
      _________________,_2008

     

    
      	 	_________________________________
	 	
              (Signature)

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    CONFIDENTIAL
      INVESTOR QUESTIONAIRRE

     

    1. The
      Subscriber represents and warrants that he, she or it comes within one category
      marked below, and that for any category marked, he, she or it has truthfully
      set
      forth, where applicable, the factual basis or reason the Subscriber comes within
      that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
      CONFIDENTIAL. The undersigned agrees to furnish any additional information
      which
      the Company deems necessary in order to verify the answers set forth
      below.

    


    
      	
              Category
                A o

            	
              The
                undersigned is an individual (not a partnership, corporation, etc.)
                whose
                individual net worth, or joint net worth with his or her spouse,
                presently
                exceeds $1,000,000.

            


    

    


    
      	 	
              Explanation.
                In calculating net worth you may include equity in personal property
                and
                real estate, including your principal residence, cash, short-term
                investments, stock and securities. Equity in personal property and
                real
                estate should be based on the fair market value of such property
                less debt
                secured by such property.

            
	 	 
	
              Category
                B o

            	
              The
                undersigned is an individual (not a partnership, corporation, etc.)
                who
                had an income in excess of $200,000 in each of the two most recent
                years,
                or joint income with his or her spouse in excess of $300,000 in each
                of
                those years (in each case including foreign income, tax exempt income
                and
                full amount of capital gains and losses but excluding any income
                of other
                family members and any unrealized capital appreciation) and has a
                reasonable expectation of reaching the same income level in the current
                year.

            
	 	 
	
              Category
                C o

            	
              The
                undersigned is a director or executive officer of the Company which
                is
                issuing and selling the Preferred Stock.

            
	 	 
	
              Category
                D o

            	
              The
                undersigned is a bank; a savings and loan association; insurance
                company;
                registered investment company; registered business development company;
                licensed small business investment company ("SBIC"); or employee
                benefit
                plan within the meaning of Title 1 of ERISA and (a) the investment
                decision is made by a plan fiduciary which is either a bank, savings
                and
                loan association, insurance company or registered investment advisor,
                or
                (b) the plan has total assets in excess of $5,000,000 or (c) is a
                self
                directed plan with investment decisions made solely by persons that
                are
                accredited investors. (describe entity)

            
	 	_______________________________________________
	 	_______________________________________________ 
	 	 
	
              Category
                E o

            	
              The
                undersigned is a private business development company as defined
                in
                section 202(a)(22) of the Investment Advisors Act of 1940. (describe
                entity)

            
	 	_______________________________________________
	 	_______________________________________________


    

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
              Category
                F o

            	
              The
                undersigned is either a corporation, partnership, Massachusetts business
                trust, or non-profit organization within the meaning of Section 501(c)(3)
                of the Internal Revenue Code, in each case not formed for the specific
                purpose of acquiring the Preferred Stock and with total assets in
                excess
                of $5,000,000. (describe entity)

            
	 	_______________________________________________
	 	_______________________________________________
	 	 
	
              Category
                G o

            	
              The
                undersigned is a trust with total assets in excess of $5,000,000,
                not
                formed for the specific purpose of acquiring the Preferred Stock,
                where
                the purchase is directed by a "sophisticated investor" as defined
                in
                Regulation 506(b)(2)(ii) under the Act.

            
	 	 
	
              Category
                H o

            	
              The
                undersigned is an entity (other than a trust) in which all of the
                equity
                owners are "accredited investors" within one or more of the above
                categories. If relying upon this Category alone, each equity owner
                must
                complete a separate copy of this Agreement. (describe
                entity)

            
	 	
              _______________________________________________

            
	 	 
	
              Category
                I o

            	
              The
                undersigned is not within any of the categories above and is therefore
                not
                an accredited investor.

            
	 	 
	 	
              The
                undersigned agrees that the undersigned will notify the Company at
                any
                time on or prior to the Closing Date in the event that the representations
                and warranties in this Agreement shall cease to be true, accurate
                and
                complete.

            


    

     

    
      2. SUITABILITY
        (please
        answer each question)

    

     

    (a) For
      an
      individual Subscriber, please describe your current employment, including the
      company by which you are employed and its principal business:

    ________________________________________________________________________ 

    ________________________________________________________________________ 

    ________________________________________________________________________ 

    ________________________________________________________________________ 

     

    (b) For
      an
      individual Subscriber, please describe any college or graduate degrees held
      by
      you:

    ________________________________________________________________________ 

    ________________________________________________________________________ 

    ________________________________________________________________________ 

    ________________________________________________________________________ 

     

    (c)
      For
      all Subscribers, please list types of prior investments: 

    ________________________________________________________________________ 

    ________________________________________________________________________ 

    ________________________________________________________________________ 

    ________________________________________________________________________ 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (d)
      For
      all Subscribers, please state whether you have you participated in other
private
      placements
      before:

     

    
      
        	
                YES
                  o

              	 	
                NO
                  o

              


      

    

    


    (e)
      If
      your answer to question (d) above was “YES”, please indicate frequency of such
      prior participation in private
      placements
      of:

     

    
      	 	 	
              Public

            	 	
              Private

            	 	
              Public or Private

            
	 	 	
              Companies

            	 	
              Companies

            	 	
              Biotechnology Companies

            
	 	 	 	 	 	 	 
	
              Frequently

            	 	_________________	 	_________________	 	_________________
	
              Occasionally

            	 	_________________ 	 	_________________	 	_________________
	
              Never

            	 	_________________	 	_________________	 	_________________


    

     

    (f)
      For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:

    


    
      	
              YES
                o

            	 	
              NO
                o

            


    

     

    (g)
      For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable future:


    
      


      
        	
                YES
                  o

              	 	
                NO
                  o

              


      

    

    


    (h)
      For
      all Subscribers, do you have any other investments or contingent liabilities
      which you reasonably anticipate could cause you to need sudden cash requirements
      in excess of cash readily available to you: 

    
      


      
        	
                YES
                  o

              	 	
                NO
                  o

              


      

       

    

    (i)
      For
      all Subscribers, are you familiar with the risk aspects and the non-liquidity
      of
      investments such as the securities for which you seek to subscribe?

    
      


      
        	
                YES
                  o

              	 	
                NO
                  o

              


      

       

    

    (j)
      For
      all Subscribers, do you understand that there is no guarantee of financial
      return on this investment and that you run the risk of losing your entire
      investment?

    
      


      
        	
                YES
                  o

              	 	
                NO
                  o

              


      

       

    

    3. MANNER
      IN WHICH TITLE IS TO BE HELD.
      (circle
      one)

    


    (a)  Individual
      Ownership

    (b)  Community
      Property

    (c)  Joint
      Tenant with Right of Survivorship
      (both parties must
      sign)

    (d)  Partnership*

    (e)  Tenants
      in Common

    (f)  Company*

    (g)  Trust*

    (h)  Other

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

    *If
      Preferred Stock are being subscribed for by an entity, the attached Certificate
      of Signatory must also be completed.

    


    
      4. FINRA
        AFFILIATION.

    

    


    Are
      you
      affiliated or associated with a FINRA member firm (please check
      one):

    


    Yes 
      o  No 
      o

    


    If
      Yes,
      please describe:

    _________________________________________________________

    _________________________________________________________

    _________________________________________________________

    


    *If
      Subscriber is a Registered Representative with an FINRA member firm, have the
      following acknowledgment signed by the appropriate party:

    


    The
      undersigned FINRA member firm acknowledges receipt of the notice required by
      FINRA Conduct Rule 3040 (a) and (b).


    
      	________________________________	 
	
              Name
                of FINRA Member Firm

            	 
	 	 
	
              By:
                ___________________________________________

            	 
	
                          
                                   
                Authorized Officer

            	
               

            
	 	 
	
              Date:
                _________________________________________

            	 


    

     

    The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      and such answers have been provided under the assumption that the Company will
      rely on them.

     

    
      
        
        

      

      
        30