Unassociated Document


    PINPOINT
      RECOVERY SOLUTIONS CORP.

     

    AMENDED

    SUBSCRIPTION
      AGREEMENT

     

    The
      undersigned (hereinafter "Subscriber") hereby confirms his/her/its subscription
      for the purchase of units, each unit to consist of (1) 8,235 shares of common
      stock, par value $.01 per share ("Common Stock") of Pinpoint Recovery Solutions
      Corp., a Delaware corporation (the "Company"), and (2) a common stock purchase
      warrant entitling the holder to
      purchase up to 2,000 shares of Common Stock of the Company at an exercise price
      equal to
      $2.50
      per share (the "Warrants"), on the terms described below (the
      "Units"):

     

    Capitalized
      terms used and not otherwise defined herein shall have the respective
meanings
      set forth in Amendment No. 1 to the Confidential Private Placement Memorandum
      of
      the
      Company, dated as of May 29, 2007, and its attachments thereto (the "Memorandum").
      The Units and the underlying Common Stock and the warrants and the shares
      to
      be obtained upon the exercise of the warrants (the "Warrant Shares") are
sometimes
      referred to herein as the "Securities."

     

    In
      connection with this subscription, Subscriber and the Company agree as follows:
      

     

    1.    Purchase
      and Sale of the Units.

     

    (a) The
      Company hereby agrees to issue and to sell to Subscriber, and Subscriber
hereby
      agrees to purchase from the Company, such number of Units at a price of
Twenty-Five
      Thousand Dollars ($25,000) per Unit (the "Unit Price") and for the aggregate
      subscription
      amount set forth on the signature page hereto. The Subscriber understands that
      this
      subscription is not binding upon the Company until the Company accepts it.
      The
Subscriber
      acknowledges and understands that acceptance of this Subscription will be made
      only
      by a
      duly authorized representative of the Company executing and mailing or otherwise
      delivering
      to the Subscriber at the Subscriber's address set forth herein, a counterpart
      copy of the
      signature page to this Subscription Agreement indicating the Company's
      acceptance of this
      Subscription. The Company and T.R. Winston & Company, LLC (the "Placement
      Agent") reserve the right, in their sole discretion for any reason whatsoever,
      to accept or reject
      this subscription in whole or in part. Following the acceptance of this
      Subscription Agreement by the Company and subject to the terms set forth in
      the
      Memorandum, and the receipt and acceptance by the Company of subscriptions
      to
      the Minimum Offering (defined below),
      the Company shall issue and deliver to Subscriber (i) a share certificate
      evidencing the
      applicable number of Shares subscribed for hereunder against payment in U.S.
      Dollars of the
      Purchase Price (as defined below) and (ii) a Warrant exercisable at $2.50 per
      share, subject to the terms and conditions set forth in the Memorandum. If
      this
      subscription is rejected,
      the Company and the Subscriber shall thereafter have no further rights or
obligations
      to each other under or in connection with this Subscription Agreement. If this
      subscription
      is not accepted by the Company on or before the last day of the Offering Period,
      this
      subscription shall be deemed rejected.

     

    (b) Subscriber
      has hereby delivered and paid concurrently herewith the aggregate purchase
      price for the Units set forth on the signature page hereof in an amount required
      to purchase and pay for the Units subscribed for hereunder (the "Purchase
      Price"), which

     

    
      
        
        

      

      
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    amount
      has been paid in U.S. Dollars by wire transfer or check, subject to collection,
      to the order
      of
      "Continental Stock Transfer & Trust Company - Pinpoint Recovery Solutions
      Corp. Escrow
      Account."

     

    (c)
      Subscriber understands and acknowledges that this subscription is part of a
      private placement by the Company of up to $6,000,000 of Units, which offering
      is
      being made.
      on
      a "best efforts" basis, for a minimum of 80 Units (the "Minimum
      Offering") and
      a
      maximum of 240 Units (the "Maximum
      Offering"). Subscriber
      understands that payments hereunder
      as to the Minimum Offering will be held in a non-interest bearing escrow account
      established
      by the Company with Continental Stock Transfer & Trust Company as escrow
      agent, and will be released to the Company if subscriptions for the Minimum
      Offering are received and accepted by the Company within the Offering Period
      (as
      described in the Memorandum), including any extended period, subject to certain
      terms and conditions set forth in the Memorandum, including the completion
      of
      the acquisition of the assets of SALT. If subscriptions for the Minimum Offering
      are not received and accepted by the Company within the Offering Period
      (including any extended period), the funds held in such escrow account
      will be promptly returned to the subscribers in full without interest or
      deduction. If the Company or the Placement Agent rejects all or a portion of
      any
      subscription, a check will be
      promptly mailed to the Subscriber for all, or the appropriate portion of, the
      amount submitted
      with such Subscriber's subscription, without interest or deduction. All
subscriptions
      received after subscriptions for the Minimum Offering have been received and
      accepted
      by the Company and the Placement Agent will be deposited in such escrow account
      until
      accepted by the Company and the Placement Agent, whereupon such subscription
      proceeds
      will be released by the escrow agent to the Company.

     

    2.    Representations
      and Warranties of Subscriber. Subscriber represents and warrants to
the
      Company and the Placement Agent as follows:

     

    (a) Subscriber
      is an "accredited investor" as defined by Rule 501 under the Securities Act
      of
      1933, as amended (the "Act"), and Subscriber is capable of evaluating the merits
      and risks of Subscriber's investment in the Units and has the ability and
      capacity to protect Subscriber's interests.

     

    (b) Subscriber
      understands that the Securities are not presently registered, but Subscriber
      is
      entitled to certain rights with respect to the registration of the common stock
      underlying
      the Units (see Section 6 below). Subscriber understands that the Securities
      will
not
      be
      registered under the Act on the ground that the issuance thereof is exempt
      under
Section
      4(2) of the Act as a transaction by an issuer not involving any public offering
      and that,
      in
      the view of the Commission, the statutory basis for the exemption claimed would
      not be present if any of the representations and warranties of Subscriber
      contained in this Subscription Agreement or those of other purchasers of the
      Securities are untrue or, notwithstanding the Subscriber's representations
      and
      warranties, the Subscriber currently has in
      mind
      acquiring any of the Securities for resale upon the occurrence or non-occurrence
      of some
      predetermined event.

     

    (c)
      Subscriber is purchasing the Securities subscribed for hereby for investment
      purposes
      and not with a view to distribution or resale, nor with the intention of
      selling, transferring
      or otherwise disposing of all or any part thereof for any particular price,
      or
      at any particular
      time, or upon the happening of any particular event or circumstance,
      except

     

    
      
        
        

      

      
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    selling,
      transferring, or disposing the Securities made in full compliance with all
      applicable provisions
      of the Act, the rules and regulations promulgated by the United States
      Securities and
      Exchange Commission (the "SEC") thereunder, and applicable state securities
      laws; and that an investment in the Securities is not a liquid
      investment.

     

    (d)
      Subscriber acknowledges that there exists no public market for the Securities,
      that
      no
      such public market may develop in the future and as a result, Subscriber
acknowledges
      that the Securities must be held indefinitely unless subsequently registered
      under
      the
      Act or unless an exemption from such registration is available. Subscriber
      is
      aware of the provisions of Rule 144 promulgated under the Act which permit
      resales of common stock purchased in a private placement subject to certain
      limitations and to the satisfaction of certain
      conditions provided for thereunder, including, among other things, the existence
      of a public
      market for the common stock, the availability of certain current public
      information about the Company, the resale occurring not less than one year
      after
      a party has purchased and paid for the security to be sold, the sale being
      effected through a "broker's transaction" or
      in
      transactions directly with a "market maker" and the number of shares of common
      stock being
      sold during any three-month period not exceeding specified
      limitations.

     

    Subscriber
      acknowledges that Subscriber has had the opportunity to ask questions of, and
      receive answers from, each of the Company and SALT, or any authorized
person
      acting on behalf of such entity concerning such entity and its business and
      to
      obtain any additional information, to the extent possessed by the Company and
      SALT (or to the extent
      it
      could have been acquired by the Company or SALT without unreasonable effort
      or
      expense) necessary to verify the accuracy of the information received by
      Subscriber. In connection therewith, Subscriber acknowledges that Subscriber
      has
      had the opportunity to discuss
      each of the Company's and SALT's business, management and financial affairs
      with
such
      entity's management or any authorized person acting on its behalf. Subscriber
      has received
      and reviewed the Memorandum and all the information concerning the Company,
      SALT
      and the Units, both written and oral, that Subscriber desires. Without limiting
      the generality of the foregoing, Subscriber has been furnished with or has
      had
      the opportunity to acquire, and to review: all information, both written and
      oral, that Subscriber desires with respect
      to each of the Company's and SALT's business, management, financial affairs
      and
prospects.
      In determining whether to make this investment, Subscriber has relied solely
      on
      (i) Subscriber's
      own knowledge and understanding of the Company, SALT and the business of
each
      such
      entity based upon Subscriber's own due diligence investigations and the
information
      furnished pursuant to this paragraph, and (ii) the information described in
      subparagraph
      2(g) below. Subscriber understands that no person has been authorized to give
      any
      information or to make any representations which were not contained in the
      Memorandum
      and Subscriber has not relied on any other representations or
      information.

     

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

     

    
      
        
        

      

      
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    Subscriber
      has carefully considered and has discussed with the Subscriber's legal,
      tax, accounting and financial advisors, to the extent the Subscriber has deemed
      necessary,
      the suitability of this investment and the transactions contemplated by this
      Subscription
      Agreement for the Subscriber's particular federal, state, local and foreign
      tax
and
      financial situation and has independently determined that this investment and
      the transactions contemplated by this Subscription Agreement are a suitable
      investment for the Subscriber. Subscriber has relied solely on such advisors
      and
      not on any statements or representations
      of the Company or any of its agents. Subscriber understands that Subscriber
      (and
      not
      the Company) shall be responsible for Subscriber's own tax liability that may
      arise as
      a
      result of this investment or the transactions contemplated by this Subscription
      Agreement.

     

    (h) This
      Subscription Agreement and the Accredited Investor Questionnaire accompanying
      this Subscription Agreement do not contain any untrue statement of a material
      fact
      or
      omit any material fact concerning Subscriber.

     

    (i) There
      are
      no actions, suits, proceedings or investigations pending against Subscriber
      or Subscriber's assets before any court or governmental agency (nor, to
Subscriber's
      knowledge, is there any threat thereof) which would impair in any way
Subscriber's
      ability to enter into and fully perform Subscriber's commitments and
obligations
      under this Subscription Agreement or the transactions contemplated
      hereby.

     

    (j) The
      execution, delivery and performance of and compliance with this Subscription
      Agreement and the issuance of the Securities will not result in any violation
      of, or
      conflict with, or constitute a default under, any of Subscriber's articles
      of
      incorporation or by-laws,
      if applicable, or any agreement to which Subscriber is a party or by which
      it is
bound,
      nor result in the creation of any mortgage, pledge, lien, encumbrance or charge
      against
      any of the assets or properties of Subscriber or the Securities.

     

    (k) Subscriber
      acknowledges that an investment in the Securities is speculative and
      involves a high degree of risk and that Subscriber can bear the economic risk
      of
      the purchase
      of the Securities, including a total loss of his/her/its
      investment.

     

    Subscriber
      acknowledges that he/she/it has carefully reviewed and considered the
      risk
      factors discussed in the "Risk Factors" section of the Memorandum.

     

    (m) Subscriber
      recognizes that no federal, state or foreign agency has recommended
      or endorsed the purchase of the Securities.

     

    (n) Subscriber
      is aware that the Securities are and will be, when issued, "restricted
      securities" as that teal' is defined in Rule 144 of the general rules and
      regulations under the Act.

     

    (o)
      Subscriber understands that any and all certificates representing the Securities
      and
      any
      and all securities issued in replacement thereof or in exchange therefor shall
      bear the following
      legend or one substantially similar thereto, which Subscriber has read and
      understands:

     

    
      
        
        

      

      
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    "THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY
      INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
      DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
      ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
      LAWS
      WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS
      AVAILABLE."

     

    (p) In
      addition, the certificates representing the Securities, and any and all
securities
      issued in replacement thereof or in exchange therefor, shall bear such legend
      as
may
      be
      required by the securities laws of the jurisdiction in which Subscriber
      resides.

     

    (q) Because
      of the legal restrictions imposed on resale, Subscriber understands that the
      Company shall have the right to note stop-transfer instructions in its stock
      transfer records, and Subscriber has been informed of the Company's intention
      to
      do so. Any sales, transfers, or other dispositions of the Securities by
      Subscriber, if any, will be made in compliance
      with the Act and all applicable rules and regulations promulgated
      thereunder.

     

    Subscriber
      acknowledges that Subscriber has such knowledge and experience in
      financial and business matters that Subscriber is capable of evaluating the
      merits and risks of
      an
      investment in the Securities and of making an informed investment decision
      with
respect
      thereto.

     

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

     

    (t) Subscriber
      further represents that the address of Subscriber set forth below is his/her
      principal residence (or, if Subscriber is a company, partnership or other
      entity, the address
      of its principal place of business); that Subscriber is purchasing the
      Securities for Subscriber's
      own account and not, in whole or in part, for the account of any other person;
      Subscriber is purchasing the Securities for investment and not with a view
      to
      the resale or distribution
      thereof; and that Subscriber has not formed any entity, and is not an entity
      formed,
      for the purpose of purchasing the Securities.

     

    (u)
      Subscriber understands that the Company and the Placement Agent shall have
      the
      unconditional right to accept or reject this subscription, in whole or in part,
      for any reason
      or
      without a specific reason, in the sole and absolute discretion of the Company
      (even after
      receipt and clearance of Subscriber's funds). This Subscription Agreement is
      not

     

    
      
        
        

      

      
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    binding
      upon the Company until accepted in writing by an authorized officer of the
      Company.
      In the event that this subscription is rejected, then Subscriber's subscription
      funds (to
      the
      extent of such rejection) will be promptly returned in full without interest
      thereon or deduction
      therefrom.

     

    (v) Subscriber
      has not been furnished with any oral representation or oral information in
      connection with the offering of the Securities that is not contained in, or
      is
      in any way contrary to or inconsistent with, statements made in the Memorandum
      and this Subscription Agreement.

     

    (w) Subscriber
      represents that Subscriber is not subscribing for the Securities as a
result
      of
      or subsequent to any advertisement, article, notice or other communication
      published
      in any newspaper, magazine or similar media or broadcast over the Internet,
      television
      or radio or presented at any seminar or meeting or any public announcement
      or
      filing of or by the Company.

     

    (x) Subscriber
      has carefully read this Subscription Agreement and the Memorandum,
      and Subscriber has accurately completed the Accredited Investor Questionnaire
      which accompanies this Subscription Agreement.

     

    (y) No
      representations or warranties have been made to Subscriber by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the
      representations of the Company contained herein, and in subscribing for the
      Securities the
      Subscriber is not relying upon any representations other than those contained
      in
      the Memorandum or in this Subscription Agreement.

     

    (z)
      Subscriber represents and warrants, to the best of Subscriber's knowledge,
      that
      other than the Placement Agent, no finder, broker, agent, financial advisor
      or
      other intermediary, nor any purchaser representative or any broker-dealer acting
      as a broker, is entitled to any compensation in connection with the transactions
      contemplated by this Subscription Agreement.

     

    (aa)
      Subscriber represents and warrants that Subscriber has not distributed or
reproduced
      the Memorandum, in whole or in part, at any time, without the prior written
      consent
      of the Company and the Placement Agent.

     

    (bb)
      If
      the Subscriber is a corporation, partnership, limited liability company, trust,
      or
      other
      entity, the person executing this Subscription Agreement hereby represents
      and
warrants
      that the above representations and warranties shall be deemed to have been
      made
      on behalf of such entity and the Subscriber has made the same after due inquiry
      to determine the truthfulness
      of such representations and warranties.

     

    (cc)
      If
      the Subscriber is a corporation, partnership, limited liability company, trust,
      or other entity, it represents that: (i) it is duly organized, validly existing
      and in good standing
      in its jurisdiction of incorporation or organization and has all requisite
      power
      and authority
      to execute and deliver this Subscription Agreement and purchase the Units,
      shares of
      Common
      Stock, Warrant and Warrant Shares as provided herein; (ii) its purchase of
      the
Units
      will not result in any violation of, or conflict with, any term or provision
      of
      the charter, By-Laws
      or other organizational documents of Subscriber or any other instrument
      or

     

    
      
        
        

      

      
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    agreement
      to which the Subscriber is a party or is subject; (iii) the execution and
      delivery of this Subscription Agreement and Subscriber's purchase of the Units
      has been duly authorized by
      all
      necessary action on behalf of the Subscriber; and (iv) all of the documents
      relating to the
      Subscriber's subscription to the Units have been duly executed and delivered
      on
      behalf of the
      Subscriber and constitute a legal, valid and binding agreement of the
      Subscriber.

     

    (dd)
      The
      Subscriber acknowledges that if he or she is a registered representative of
      an
      NASD
      member firm, he or she must give such firm the notice required by the NASD
      Rules
      of
      Fair Practice, receipt of which must be acknowledged by such firm.

     

    (ee)
      The
      Subscriber understands that all information regarding the Offering is
      confidential and represents that it will not be used for any purpose other
      than
      in connection with his, her or its consideration of a purchase of the Securities
      and agrees to treat it in a confidential manner.

     

    (ft)
      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 or any subsidiary and their
      respective
      businesses, condition (financial or otherwise) or prospects.

     

    3.    Representations
      and Warranties of the Company. The
      Company represents and warrants
      to Subscriber as follows:

     

    (a) The
      Company is duly organized and validly exists as a corporation in good
standing
      under the laws of the State of Delaware.

     

    (b) The
      Company has all such corporate power and authority to enter into, deliver and
      perform this Subscription Agreement.

     

    (c) All
      necessary corporate action has been duly and validly taken by the Company
      to authorize the execution, delivery and performance of this Subscription
      Agreement by the Company, and the issuance and sale of the Securities to be
      sold
      by the Company
      pursuant to this Subscription Agreement and the Memorandum. This Subscription
      Agreement
      has been duly and validly authorized, executed and delivered by the Company
      and
      constitutes the legal, valid and binding obligation of the Company enforceable
      against the
      Company in accordance with its terms, except as the enforceability thereof
      may
      be limited by bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting
      the enforcement of creditors' rights generally and by general equitable
      principles.

     

    (d) In
      addition to the foregoing, Subscriber shall be entitled to rely on all of the
      representations,
      warranties and covenants made by the Company to the Placement Agent in
that
      certain Placement Agency Agreement, as the same may be amended, entered into
      between
      the Placement Agent and the Company in connection with the Offering as if such
      representations,
      warranties and covenants were made directly to the Subscriber.

     

     4.    Condition
      to Obligations of Subscriber. The
      Subscriber's obligations hereunder are subject
      to the closing of the transactions contemplated by the Asset Purchase Agreement,
      pursuant
      to which the Company acquired the assets and assumed certain liabilities of
      SALT
as
      described in the Memorandum.

     

    
      
        
        

      

      
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    5.    Indemnification.
      Subscriber
      agrees to indemnify and hold harmless the Company, the Placement Agent, and
      their respective officers, directors, employees, shareholders, agents,
      attorneys, representatives and affiliates, and any person acting for or on
      behalf of the Company
      or the Placement Agent, from and against any and all damage, loss, liability,
      cost and
      expense (including reasonable attorneys' fees and disbursements) which any
      of
      them may
      incur
      by reason of the failure by Subscriber to fulfill any of the terms and
      conditions of this
      Subscription Agreement, or by reason of any breach of the representations and
      warranties
      made by Subscriber herein, or in any other document provided by Subscriber
      to
the
      Company in connection with this investment. All representations, warranties
      and
      covenants of each of Subscriber and the Company contained herein shall survive
      the acceptance of this subscription and the Closings.

     

    6.    Registration
      Rights.

     

    (a) In
      consideration of the investment in the Units described in this Subscription
      Agreement
      and the Memorandum, the Company hereby grants to the Subscriber, and
Subscriber
      hereby agrees to and accepts from the Company, the registration rights set
      forth
      in the
      Registration Rights Agreement, substantially in the form contained in the
      Memorandum as
      Exhibit 13 (the "Registration Rights Agreement").

     

    (b) In
      connection with the exercise by Subscriber of the registration rights set
forth
      in
      the Registration Rights Agreement, and with respect to the Securities held
      by
      such Subscriber, Subscriber hereby covenants that, prior to filing a
      Registration Statement or Prospectus (each as defined in Registration Rights
      Agreement) or any amendments or supplements
      thereto, Subscriber shall promptly and truthfully complete and execute a selling
      security-holder
      questionnaire provided by the Company, and provide any and all such other
      material information as the Company may require in order to prepare and file
      such Registration Statement; Prospectus or any amendment or supplement
      thereto.

     

    7.    Miscellaneous.

     

    (a) Subscriber
      agrees not to transfer or assign this Subscription Agreement or any of
      Subscriber's interest herein and further agrees that the transfer or assignment
      of the Securities
      acquired pursuant hereto shall be made only in accordance with all applicable
      laws.

     

    (b) Subscriber
      agrees that Subscriber cannot cancel, terminate, or revoke this Subscription
      Agreement or any agreement of Subscriber made hereunder, and this Subscription
      Agreement shall survive the death or legal disability of Subscriber and shall
      be
binding
      upon Subscriber's heirs, executors, administrators, successors, and permitted
      assigns.

     

    (c) Subscriber
      has read and has accurately completed this entire Subscription Agreement.

     

    (d) This
      Subscription Agreement, together with the Memorandum, constitutes the
entire
      agreement between the parties hereto with respect to the subject matter hereof
      and may be
      amended or waived only by a written instrument signed by all
      parties.

     

    
      
        
        

      

      
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    (e)
      Subscriber acknowledges that it has been advised and has had the opportunity
      to
      consult with Subscriber's own attorney regarding this subscription and
      Subscriber has done
      so
      to the extent that Subscriber deems appropriate.

     

    Any
      notice or other document required or permitted to be given or delivered
to
      the
      parties hereto shall be in writing and sent: (i) by fax if the sender on the
      same day sends
      a
      confirming copy of such notice by a recognized overnight delivery service
      (charges prepaid),
      or (ii) by registered or certified mail with return receipt requested (postage
      prepaid) or
      (iii)
      by a recognized overnight delivery service (with charges prepaid).

     

    If
      to the
      Company:

     

    Pinpoint
      Recovery Solutions Corp.

    30
      East
      81st
      Street,
      Suite 11E

    New
      York,
      New York 10028

    Attention:
      Andrew Scott

    Telephone:
      212-895-3526

    Facsimile:
      212-895-3783

     

    With
      a
      copy to:

     

    Katten
      Muchin Rosenman LLP

    575
      Madison Avenue

    New
      York,
      NY 10022

    Attention:
      Howard S. Jacobs, Esq.

    Telephone:
      212-940-8505

    Facsimile:
      212-894-5505

     

    If
      to the
      Holder, to the Address Set Forth In the Records of the Company.

     

    (g) Failure
      of the Company to exercise any right or remedy under this Subscription
      Agreement or any other agreement between the Company and the Subscriber,
or
      otherwise, or any delay by the Company in exercising such right or remedy,
      will
      not operate
      as a waiver thereof. No waiver by the Company will be effective unless and
      until
      it is in
      writing and signed by the Company.

     

    (h) This
      Subscription Agreement shall be enforced, governed and construed in all
respects
      in accordance with the laws of the State of New York, as such laws are applied
      by the New York courts except with respect to the conflicts of law provisions
      thereof, and shall be
      binding upon the Subscriber and the Subscriber's heirs, estate, legal
      representatives, successors and permitted assigns and shall inure to the benefit
      of the Company, and its successors and assigns.

     

    (i)
      Any
      legal suit, action or proceeding arising out of or relating to this Subscription
      Agreement or the transactions contemplated hereby shall be instituted
      exclusively in New York Supreme Court, County of New York, or in the United
      States District
      Court for the Southern District of New York. The parties hereto hereby: (i)
      waive

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    any
      objection which they may now have or hereafter have to the venue of any such
      suit, action
      or
      proceeding, and (ii) irrevocably consent to the jurisdiction of the New York
      Supreme
      Court, County of New York, and the United States District Court for the Southern
      District
      of New York in any such suit, action or proceeding. The parties further agree
      to
accept
      and acknowledge service of any and all process which may be served in any such
      suit, action
      or
      proceeding in the New York Supreme Court, County of New York, or in the United
      States
      District Court for the Southern District of New York and agree that service
      of
      process upon
      a
      party which is mailed by certified mail to such party's address shall be deemed
      in every
      respect effective service of process upon such party in any such suit, action
      or
      proceeding.

     

    (j) If
      any
      provision of this Subscription Agreement is held to be invalid or unenforceable
      under any applicable statute or rule of law, then such provision shall be
deemed
      modified to conform with such statute or rule of law. Any provision hereof
      that
      may prove
      invalid or unenforceable under any law shall not affect the validity or
      enforceability of any
      other
      provisions hereof.

     

    (k) The
      parties understand and agree that money damages would not be a sufficient remedy
      for any breach of this Subscription Agreement by the Company or the Subscriber
      and that the party against which such breach is committed shall be entitled
      to
      equitable relief, including an injunction and specific performance, as a remedy
      for any such breach,
      without the necessity of establishing irreparable harm or posting a bond
      therefor. Such remedies shall not be deemed to be the exclusive remedies for
      a
      breach by either party of
      this
      Subscription Agreement but shall be in addition to all other remedies available
      at law or
      equity
      to the party against which such breach is committed.

     

    (l)
      All
      pronouns and any variations thereof used herein shall be deemed to refer
to
      the
      masculine, feminine, singular or plural, as identity of the person or persons
      may require.

     

    (m)
      This
      Subscription Agreement may be executed in counterparts and by facsimile,
      each of which shall be deemed an original, but all of which shall constitute
      one
and
      the
      same instrument.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    Signature
      Page for Individuals:

     

    IN
      WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be
executed
      as of the date indicated below.

     

    
      	$	 	
              Units

            
	 	 	 
	
              Purchase
                Price

            	 	 
	   
              	 	   
              
	
              Print
                or Type Name

            	 	
              Print
                or Type Name (Joint-owner)

            
	 	 	 
	   	 	   
              
	
              Signature
                Number of 

            	 	
              Signature
                (Joint-owner)

            
	
              Date

            	 	 
	 	 	
              Date
                (Joint-owner)

            
	   
              	 	 
	
              Social
                Security Number

            	 	
              Social
                Security Number (Joint-owner)

            
	 	 	 
	   
              	 	 
	   	 	 
	   	 	 
	
              Address

            	 	
              Address
                (Joint-owner)

            
	 	 	 
	
              _______
                Joint Tenancy

            	 	
              Tenants
                in Common

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Signature
      Page for Partnerships, Corporations or Other Entities:

     

    IN
      WITNESS WHEREOF, Subscriber has caused this Subscription Agreement to be
      executed as of the date indicated below.

     

     

    


    
      	
               

            	
               

            	
                 
   


            
	
              Total
                Purchase Price

            	
               

            	
              Number
                of Units

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
                 
   


            	
               

            	
               

            
	
              Print
                or Type Name of Entity

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
                 


            	
                 

            	
                


            
	
              Address

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
                 


            	
               

            	
                


            
	
              Tax
                I.D. No. (if applicable)

            	
               

            	
              Date

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
                 


            	
               

            	
                


            
	
              Signature

            	
               

            	
              Print
                or Type Name and Indicate Title
                or Position with Entity

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
                


            
	
              Signature
                (other authorized signatory)

            	
               

            	
              Print
                or Type Name and Indicate Title
                or Position with Entity

            


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Acceptance:

     

    IN
      WITNESS WHEREOF, the Company has caused this Subscription Agreement to be
executed,
      and the foregoing subscription accepted, as of the date indicated below, as
      to
Units.

     

    PINPOINT
      RECOVERY SOLUTIONS CORP.

     

     

    By:
      
      
        

      

    

    Name:

    Title:

     

    Date:
      ,
      2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ACCREDITED
      INVESTOR QUESTIONNAIRE

     

    Pinpoint
      Recovery Solutions Corp. 30
      East
      80 Street, Suite 11E New
      York,
      New York 10028

     

    Ladies
      and Gentlemen:

     

    The
      undersigned hereby refers to the Subscription Agreement executed and delivered
      to the
      Company by the undersigned as of the date hereof. In connection with the
      subscription thereunder
      by the undersigned to purchase Units consisting of shares of Common Stock and
      warrants
      to purchase Common Stock, the undersigned hereby represents and warrants to
      you
      that such
      individual or entity

     

    _____
does

     

    _____
does
      not

     

    meet
      at
      least one of the tests listed on the attached Qualifications Schedule for an
      "accredited investor"
      (as such term is defined under Regulation D promulgated pursuant to the
      Securities Act of
      1933,
      as amended).

     

    Dated:
      _________,
      2007

     

    Very
      truly yours,

     

     

      
        

      

    

    Name
      of
      Individual or Entity

     

     

      
        

      

    

    Capacity
      of Signatory, if applicable

     

     

      
        

      

    

    Authorized
      Signature

     

     

      
        

      

    

    Name
      of
      Individual — Joint Investor —, if
      applicable

     

     

      
        

      

    

    Authorized
      Signature

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    QUALIFICATIONS
      SCHEDULE

     

    ACCREDITED
      INVESTOR STATUS

     

    NOTE:
      "Accredited Investors" are accorded special status under the federal securities
      laws. Individuals
      who hold certain positions with an issuer or its affiliates, or who have certain
      minimum
      individual income or certain minimum net worth {each as described below) may
      qualify
      as Accredited Investors. Partnerships, corporations or other entities may
      qualify as Accredited
      Investors if they fulfill certain financial and other standards or if all of
      their equity owners
      have incomes and/or net worth which qualify them individually as Accredited
      Investors, and
      trusts may qualify as Accredited Investors if they meet certain financial and
      other tests (as described below).

     

    You
      may
      qualify as an Accredited Investor under Rule 501 of Regulation D promulgated
      under
      the
      Securities Act of 1933, as amended (the "1933 Act"), if you meet any of the
      following tests:

     

    FOR
      INDIVIDUALS ONLY

     

    1. You
      are a
      director or an executive officer of Pinpoint Recovery Solutions, Inc.
An
      "executive officer" is the president, any vice president in charge of a
      principal business unit, division
      or function (such as sales, administration or finance), any other officer who
      performs a policy
      making function or any other person who performs similar policy making functions
      for Pinpoint
      Recovery Solutions Corp.

     

    OR

     

    2. You
      had
      individual income (exclusive of any income attributable to your spouse)
of
      more
      than $200,000 in each of the two most recent fiscal years, and reasonably expect
      to have an
      individual income in excess of $200,000 in the current year, or your spouse
      and
      you had a joint
      income in excess of $300,000 in each of the two most recent fiscal years, and
      you reasonably
      expect to have a joint income in excess of $300,000 in the current year. For
      purposes hereof,
      income means adjusted gross income, as reported for federal income tax purposes,
      increased
      by the following amounts: (i) the amount of any tax exempt interest income
      under
Section
      103 of the Internal Revenue Code (the "Code") received, {ii) the amount of
      losses claimed
      as a limited partner in a limited partnership as reported on Schedule E of
      Form
      1040, {iii)
      any
      deduction claimed for depletion under Section 611 of the Code or (iv) any amount
      by which
      income has been reduced in arriving at adjusted gross income pursuant to the
      provisions of
      Section 1202 of the Code. In determining personal income, however, unrealized
      capital gains should not be included.

     

    OR

     

    3.
      You
      have an individual net worth, or your spouse and you have a combined net
worth,
      in
      excess of $1,000,000. For purposes of this statement, "net worth" means the
      excess of total
      assets at fair market value, including home, home furnishings and automobiles,
      over total liabilities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FOR
      TRUSTS ONLY

     

    4. The
      Trust
      has total assets in excess of $5,000,000, was not formed for the specific
purpose
      of acquiring securities of Pinpoint Recovery Solutions Corp. and the purchase
      of
      such securities
      is directed by a person with such knowledge and experience in financial and
      business matters that he or she is capable of evaluating the risks and merits
      of
      the prospective investment in such securities.

     

    FOR
      CORPORATIONS, PARTNERSHIPS OR OTHER PURCHASING ENTITIES

     

    5. Any
      corporation, partnership, limited liability company or limited liability
partnership
      not formed for the specific purpose of acquiring securities of Pinpoint Recovery
      Solutions
      Corp., with total assets in excess of $5,000,000.

     

    OR

     

    6.
      All
      equity owners of the purchasing entity are Accredited Investors.