SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page
to this Agreement (the “Subscriber”) in connection with its investment in Cyberspace Vita, Inc., a Nevada corporation
(the “Company”). The Company is conducting a private placement (the “Offering”) of a minimum
of One Million Dollars ($1,000,000) (the “Minimum Offering”) and a maximum of Three Million Three
Hundred Thousand Dollars ($3,300,000) (the “Maximum Offering”) of the Company’s securities consisting
of (i) shares of the Company’s common stock (the “Shares”), and (ii) warrants to purchase shares of common
stock (the “Warrants”), at a purchase price of $0.39 per Share (the “Purchase Price”). Each
Warrant shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise price
per share equal to $0.50 per share, subject to adjustment as provided in the agreement evidencing the Warrants in the form attached
hereto as Exhibit A. The number of shares of common stock underlying the Warrant shall be equal to 30% of the number of
Shares issued to the Subscriber under this Agreement. The shares of common stock underlying the Warrants may hereinafter be referred
to as the “Warrant Shares”, and, together with the Shares, the “Securities”.


 


The
Company intends to acquire Project 1493, LLC (“1493”), which will own four (4) medicinal cannabis dispensaries upon
completion of the transactions contemplated by two memorandums of understanding (each, a “MOU”).


 


The
two MOUs to which 1493 is a party is for the purchase of all legal rights, permits, licenses and assets to acquire a total of
four (4) medicinal cannabis dispensaries located in Puerto Rico (the “Acquisition”). Pursuant to the terms
of the MOU dated April 6, 2017, 1493 intends to purchase one (1) medicinal cannabis dispensary located in San Juan, Puerto Rico
for a total amount of $75,000. Pursuant to the terms of the MOU dated April 18, 2017, 1493 intends to purchase for a total amount
of $300,000 three (3) medicinal cannabis dispensaries located in: (1) Lomas de Carolina, Carolina, Puerto Rico; (2) Dorado, Puerto
Rico; and (3) Fajardo, Puerto Rico.


 


Prior
to closing on the Minimum Offering, additional information with respect to 1493 and its assets will be provided to Subscribers,
including additional risks factors which, in addition to those contained in the SEC filings made by the Company, are important
to an investment decision in the Company, and which are hereby incorporated by reference.  Peach Management LLC, managing
member of 1493, advanced $150,000 to 1493 for certain expenses, and may advance additional funds in the future (the “Advance”).


 


Each
Subscriber will receive a draft of the Current Report on Form 8-K describing the planned Acquisition and will be required to reconfirm
their purchase of Securities prior to the closing for the Minimum Offering.  The Advance made to 1493, plus any accrued
interest, may be converted into Securities in the Offering and may be included in satisfying the Minimum Offering. 


 


1.       SUBSCRIPTION
AND PURCHASE PRICE


 


(a)       Subscription.
Subject to the conditions set forth in Section 2 hereof, the Subscriber hereby subscribes for and agrees to purchase the number
of Securities indicated on the signature page hereof on the terms and conditions described herein.


 


(b)       Purchase
of Securities. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange
for the Securities shall be as set forth in the preamble to this Agreement, and the Company shall round up, or down, to the nearest
whole number any fractional purchases per Securities, for an aggregate purchase price as set forth on the signature pages hereof
(the “Aggregate Purchase Price”). The Subscriber’s delivery of this Agreement to the Company shall be
accompanied by payment for the Securities subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately
available funds delivered contemporaneously with the Subscriber’s delivery of this Agreement to the Company in accordance
with the Escrow Agreement and wire instructions attached hereto as Exhibit B. The Subscriber understands and agrees that,
subject to Section 2 and applicable laws, by executing this Agreement, it is entering into a binding agreement.


 


(c)       Anti-Dilution.
Notwithstanding any other provision of this Agreement, if, during the period from the Closing of the Offering until the earlier
of (i) ninety (90) days after the date on which a registration statement covering the Shares is declared effective by the Securities
and Exchange Commission (the “SEC”), or (ii) a date which is fifteen (15) months after the date upon which
all of the outstanding membership interests of 1493 will be exchanged for the Company’s Shares, the Company shall issue
additional Shares or other securities exchangeable for, convertible into, or exercisable for Shares, for a consideration per share,
or with an exercise or conversion price per share, less than the Purchase Price (the “Lower Price”), the Subscriber
shall be entitled to promptly receive from the Company (for no additional consideration), additional Shares in an amount such
that, when added to the number of Shares purchased by the Subscriber under this Agreement, will equal the number of Shares that
the Subscriber’s Purchase Price for the Shares set forth on the signature page hereof would have purchased at the Lower
Price.


 






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2.       Acceptance,
Offering Term and Closing Procedures


 


(a)       Acceptance
or Rejection. The obligation of the Subscriber to purchase the Securities shall be irrevocable, and the Subscriber shall be
legally bound to purchase the Securities subject to the terms set forth in this Agreement. The Subscriber understands and agrees
that the Company reserves the right to reject this subscription for Securities in whole or part in any order at any time prior
to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s
subscription. In the event of rejection of this subscription by the Company in accordance with this Section 2, or if the sale
of the Securities is not consummated by the Company for any reason or no reason, this Agreement and any other agreement entered
into between the Subscriber and the Company relating to this subscription shall thereafter have no force or effect, and the Company
shall promptly return or cause to be returned to the Subscriber the purchase price remitted to the Company, without interest thereon
or deduction therefrom.


 


(b)       Closing.
The closing of the purchase and sale of the Securities hereunder (the “Closing”) shall take place at the offices
of Sichenzia Ross Ference Kesner LLP, 61 Broadway, 32nd Fl., New York, NY 10006 or such other place as determined by the Company.
The Closing shall take place on a Business Day promptly following the satisfaction of the conditions set forth in Section 7 below,
as determined by the Company (the “Closing Date”). “Business Day” shall mean from the hours
of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday or other day on which commercial
banks in New York, New York are authorized or required to be closed. The Securities purchased by the Subscriber will be delivered
by the Company promptly following the Closing.


 


(c)       Following
Acceptance or Rejection. The Subscriber acknowledges and agrees that this Agreement and any other documents delivered in connection
herewith will be held by the Company. In the event that this Agreement is not accepted by the Company for whatever reason, which
the Company expressly reserves the right to do, this Agreement, the Aggregate Purchase Price received (without interest thereon)
and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as
set forth in this Agreement. If this Agreement is accepted by the Company, the Company is entitled to treat the Aggregate Purchase
Price received as an interest free loan to the Company until such time as the Subscription is accepted.


 


3.       THE
SUBSCRIBER’s Representations, Warranties AND cOVENANTS


 


The
Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:


 


(a)       The
Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber.


 


(b)       The
Subscriber acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities
Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the
Subscriber represents and warrants to the Company and its affiliates as follows:


 


(i)       The
Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s
representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the
future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.


 


(ii)       The
Subscriber realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade registration
provisions of the Securities Act or any applicable state or federal securities laws.


 






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(iii)       The
Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and
not with a view towards, or resale in connection with, any distribution of the Securities. If other than an individual, the Subscriber
also represents it has not been organized solely for the purpose of acquiring the Securities.


 


(iv)       The
Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing
for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


 


(v)       The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively,
the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of a prospective investment in the Securities. The Subscriber has not authorized any person or entity to
act as its Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Securities
Act) in connection with the Offering.


 


(vi)       The
Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber, if any, has carefully
reviewed them and understands the information contained therein, prior to the execution of this Agreement.


 


(c)       The
Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax,
economic and related considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted
with, only its Advisors. Each Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this
Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor
and the Company or any affiliate or sub-agent thereof.


 


(d)       The
Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands
that the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s entire
investment. Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk
Factors” in the Company’s SEC Filings (as defined in Section 4(e) below), which risk factors are incorporated herein
by reference.


 


(e)       The
Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom,
and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons,
the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot
be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under
the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber
is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the
Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of
Rule 144 are met. The Subscriber also understands that, except as otherwise provided in Section 5 hereof, the Company is under
no obligation to register the Securities on behalf of the Subscriber or to assist the Subscriber in complying with any exemption
from registration under the Securities Act or applicable state securities laws. The Subscriber understands that any sales or transfers
of the Securities are further restricted by state securities laws and the provisions of this Agreement.


 


(f)       No
oral or written representations or warranties have been made, or information furnished, to the Subscriber or its Advisors, if
any, by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection
with the Offering, other than any representations of the Company contained herein, and in subscribing for the Securities, the
Subscriber is not relying upon any representations other than those contained herein.


 


(g)       The
Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s
net worth, and an investment in the Securities will not cause such overall commitment to become excessive.


 






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(h)       The
Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend until
(i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration
statement that has been declared effective or (ii) in the opinion of counsel for the Company, such Securities may be sold without
registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


(i)       Neither
the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the Offering.
There is no government or other insurance covering any of the Securities.


 


(j)       The
Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the Offering and the business, financial condition, results of operations and
prospects of the Company, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors,
if any.


 


(k)       The
Subscriber is unaware of, is in no way relying on, and did not become aware of, the Offering through or as a result of, any form
of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication
published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet,
in connection with the Offering and is not subscribing for Securities and did not become aware of the Offering through or as a
result of any seminar or meeting to which the Subscriber was invited by, or any solicitation of a subscription by, a person not
previously known to the Subscriber in connection with investments in securities generally.


 


(l)       The
Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees
or the like relating to this Agreement or the transactions contemplated hereby.


 


(m)       The
Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber
were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed by the Company or its management and should not be relied upon.


 


(n)       (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed
of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification
of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible for the decision
to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment
decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation
of the Company or any of its affiliates.


 


(o)       This
Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and
agrees that the Company reserves the right to reject any subscription for any reason.


 






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(p)       The
Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors,
affiliates and shareholders, and each other person, if any, who controls any of the foregoing from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever
reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation
whether commenced or threatened) (a “Loss”) arising out of or based upon any representation or warranty of
the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue
in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber
herein or therein; provided, however, that the Subscriber shall not be liable for any Loss that in the aggregate
exceeds the Subscriber’s Aggregate Purchase Price tendered hereunder.


 


(q)       The
Subscriber is, and on each date on which the Subscriber continues to own restricted securities from the Offering will be, an “Accredited
Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor” is deemed
to be an institution with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding the
value of their primary residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.


 


(r)       The
Subscriber has reviewed, or had an opportunity to review, all of the SEC Filings.


 


(s)       The
Subscriber acknowledges receipt and careful review of all documents furnished in connection with this transaction by the Company
(collectively, the “Offering Documents”) and has been furnished by the Company during the course of this transaction
with all information regarding the Company which the Subscriber has requested or desires to know; and the Subscriber has been
afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of the Offering, and any additional information which the Subscriber has requested.


 


(t)       The
Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority, Inc.
(“FINRA”) member firm, the Subscriber must give such firm the notice required by the FINRA’s Conduct Rules,
receipt of which must be acknowledged by such firm on the signature page hereof.


 


(u)       The
Subscriber hereby acknowledges that neither the Company nor any persons associated with the Company who may provide assistance
or advice in connection with the Offering (other than the placement agent, if one is engaged by the Company) are or are expected
to be members or associated persons of members of the FINRA or registered broker-dealers under any federal or state securities
laws. This Offering is made directly by the Company.


 


(v)       The
Subscriber understands that, pursuant to the terms of the Offering, the Company may pay one or more placement agents a commission
of up to ten (10%) percent in connection with the Offering. The Subscriber further understands that, pursuant to the terms of
the Offering, the Company must receive subscriptions for an aggregate purchase price of $1,000,000 (subject to reduction as set
forth in the introductory paragraph hereto) in order to close on the sale of any Securities and that persons affiliated with the
Company, its consultants, advisors, or placement agents may subscribe for Common Stock, in which case the Company may accept subscriptions
from such affiliated parties in order to reach the Minimum Offering; and that, accordingly, no investor should conclude that achieving
the Minimum Offering is the result of any independent assessment of the merits or advantages of the Offering or the Company made
by Subscribers in the Minimum Offering.


 


(w)       The
Subscriber hereby represents that, except as expressly set forth in the Offering Documents, no representations or warranties have
been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and, in entering into this transaction,
the Subscriber is not relying on any information other than that contained in the Offering Documents and the results of independent
investigation by the Subscriber.


 


(x)       All
information provided by the Subscriber in the Investor Questionnaire attached hereto is true and accurate in all respects, and
the Subscriber acknowledges that the Company will be relying on such information to its possible detriment in deciding whether
the Company can sell these securities to the Subscriber without giving rise to the loss of the exemption from registration under
applicable securities laws.


 






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4.       The
Company’s Representations, Warranties and Covenants


 


The
Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:


 


(a)       The
Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly authorized, executed and delivered by the Company and is valid, binding and enforceable against the
Company in accordance with its terms.


 


(b)       Capitalization
and Additional Issuances. The authorized and outstanding capital stock of the Company on a fully diluted basis as of the Closing
Date is set forth on Schedule 4(b). Except as set forth on Schedule 4(b), there are no options, warrants, or rights to subscribe
to, securities, rights, understandings or obligations convertible into or exchangeable for or giving any right to subscribe for
any shares of capital stock or other equity interest of the Company or any of the Subsidiaries.


 


(c)       The
only officer, director, employee and consultant stock option or stock incentive plan or similar plan currently in effect or contemplated
by the Company is described on Schedule 4(b). There are no outstanding agreements or preemptive or similar rights affecting the
Company's Common Stock.


 


(d)       The
Securities to be issued to the Subscriber pursuant to this Agreement, when issued and delivered in accordance with the terms of
this Agreement, will be duly and validly issued and will be fully paid and non-assessable.


 


(e)       Neither
the execution and delivery nor the performance of this Agreement by the Company will conflict with the Company’s organizational
materials, as amended to date, or result in a breach of any terms or provisions of, or constitute a default under, any material
contract, agreement or instrument to which the Company is a party or by which the Company is bound.


 


(f)       The
Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the
EDGAR system true and complete copies of each of the Company’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K
and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated
herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document
was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange
Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under
the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company
and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in
all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description
in all material respects of the business of the Company and the Subsidiaries.


 


(g)       The
Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s length purchaser with respect
to the Securities and the transactions contemplated hereby. The Company further acknowledges that the Subscriber is not acting
as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any advice given by the Subscriber or any of its representatives or agents in connection with this Agreement
and the transactions contemplated hereby is merely incidental to the Subscriber’s purchase of the Securities. The Company
further represents to the Subscriber that the Company’s decision to enter into this Agreement has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(h)       The
Company will indemnify and hold harmless the Subscriber and, where applicable, its directors, officers, employees, agents, advisors
and shareholders, from and against any and all Loss arising out of or based upon any representation or warranty of the Company
contained herein or in any document furnished by the Company to the Subscriber in connection herewith being untrue in any material
respect or any breach or failure by the Company to comply with any covenant or agreement made by the Company to the Subscriber
in connection therewith; provided, however, that the Company’s liability shall not exceed the Subscriber’s
Aggregate Purchase Price tendered hereunder.


 






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5.       PIggy-back
registration rights 


 


(a) For
a period of twelve (12) months following the Closing Date, the Company shall notify the Subscriber in writing at least
twenty (20) days prior to the filing of any registration statement under Securities Act, in connection with a public offering
of shares of the Company’s common stock (including, but not limited to, registration statements relating to secondary
offerings of securities of the Company but excluding any registration statements (i) on Form S-8 (or any successor or
substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or
issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or
corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any
registration form that does not permit secondary sales or does not include substantially the same information as would be
required to be included in a registration statement covering the resale of the Securities) and will afford the Subscriber an
opportunity to include in such registration statement all or part of the Securities held by the Subscriber. In the event the
Subscriber desires to include in any such registration statement all or any part of the Securities held by the Subscriber,
the Subscriber shall within ten (10) days after the above-described notice from the Company, so notify the Company in
writing, including the number of such Securities that the Subscriber wishes to include in such registration statement. If the
Subscriber decides not to include all of its Securities and in any registration statement thereafter filed by the Company,
the Subscriber shall nevertheless continue to have the right to include any Securities in any subsequent registration
statement or registration statements as may be filed by the Company with respect to the offering of the securities, all upon
the terms and conditions set forth herein. 


 


(b) Notwithstanding
the foregoing, if the managing underwriter or underwriters of any such proposed public offering or private placement advise
the Company that the total amount or kind of securities that the Subscriber, the Company and any other persons intended to be
included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public
offering or private placement, then the amount or kind of securities to be offered for the various parties wishing to have
shares of the Company’s common stock registered shall be included in the following order:


 


(i)
if the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary
Securities”):


 


(A) first,
the Primary Securities; and


 


(B)
second, the Securities requested to be included in such registration statement, together with shares of its common stock that
do not constitute Securities or Primary Securities (“Other Securities”) held by parties exercising similar
piggy-back registration rights (or if necessary, such Securities and Other Securities pro rata among the holders thereof
based upon the number of such Securities and Other Securities requested to be registered by each such holder).


 


(ii) if
the Company proposes to register Other Securities:


 


(A)
first, the Other Securities requested to be included in such registration by holders exercising demand registration rights; and


 


(B)
second, the Securities requested to be included in such registration, together with Other Securities held by parties
exercising similar piggy-back registration rights (or if necessary, such Securities and Other Securities pro rata among the
holders thereof based upon the number of such Securities and Other Securities requested to be registered by each such
holder).


 


Anything
to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to herein
at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation
to the Subscriber.


 



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(c) In
connection with its obligation under this Section 5, the Company will (i) furnish to the Subscriber without charge, at least
one copy of any effective registration statement and any post-effective amendments thereto, including financial statements
and schedules, and, if the Subscriber so requests in writing, all documents incorporated therein by reference and all
exhibits (including those incorporated by reference) in the form filed with the SEC; and (ii) deliver to the Subscriber and
the underwriters, if any, without charge, as many copies of the then effective prospectus included in the registration
statement, as the same may be amended or supplemented (including such prospectus subject to completion) (the
“Prospectus”), and any amendments or supplements thereto as such persons may reasonably
request.


 


(d) As
a condition to the inclusion of its Securities, the Subscriber shall furnish to the Company such information regarding the
Subscriber and the distribution proposed by the Subscriber as the Company may request in writing or as shall be required in
connection with any registration, qualification or compliance referred to in this Agreement.


 


(e) The
Subscriber agrees by acquisition of the Securities that, upon receipt of any notice from the Company of the happening of any
event that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the
Subscriber’s rights under this Section 5, the Subscriber will forthwith discontinue disposition of the Securities
pursuant to the then current Prospectus until the Subscriber is advised in writing by the Company that the use of the
Prospectus may be resumed. If so directed by the Company, on the happening of such event, the Subscriber will deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in the Subscriber’s
possession, of the Prospectus covering the Securities at the time of receipt of such notice.


 


(f)
The Subscriber hereby covenants with the Company (i) not to make any sale of Securities without effectively causing the
prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Securities are to be sold by any
method or in any transaction other than on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global
Market, Nasdaq Capital Market or in the over-the-counter market, in privately negotiated transactions, or in a combination of
such methods, to notify the Company at least 5 business days prior to the date on which the Subscriber first offers to sell
any such Securities.


 


(g)
The Subscriber acknowledges and agrees that the Securities sold pursuant to a registration statement described in this
Section 5 are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent
evidencing the Securities is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the
Securities have been sold in accordance with such registration statement and (y) the requirement of delivering a current
Prospectus has been satisfied.


 


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


 


(i)
Upon the expiration of the effectiveness of any registration statement described in this Section 5, the Subscriber shall
discontinue sales of the Securities pursuant to such registration statement upon receipt of notice from the Company of the
Company’s intention to remove from registration the Securities covered by such registration statement that remain
unsold, and the Subscriber shall notify the Company of the number of registered Securities that remain unsold immediately
upon receipt of such notice from the Company.


 


(j) Anything
to the contrary contained in this Agreement notwithstanding, when, in the opinion of counsel for the Company, registration
of the Securities and is not required by the Securities Act, in connection with a proposed sale of such Securities, the
Subscriber shall have no rights pursuant to this Section 5. In furtherance and not in limitation of the foregoing, the
Subscriber shall have no rights pursuant to this Section 5 at such time as all of the Subscriber’s Securities may be
sold without limitation pursuant to Rule 144.


 


6.       Use
of Proceeds


 


The
Company anticipates using the gross proceeds from the Offering for general corporate purposes including growth initiatives and
capital expenditures.


 






    	 	- 8 -	 



    	 



    

 


7.       CONDITIONS
TO ACCEPTANCE OF SUBSCRIPTION


 


The
Company’s right to accept the subscription of the Subscriber is conditioned upon satisfaction of the following conditions
precedent on or before the date the Company accepts such subscription:


 


(a)       As
of the Closing, no legal action, suit or proceeding shall be pending that seeks to restrain or prohibit the transactions contemplated
by this Agreement.


 


(b)       The
representations and warranties of the Company contained in this Agreement shall have been true and correct in all material respects
on the date of this Agreement and shall be true and correct as of the Closing as if made on the Closing Date.


 


		8.	MISCELLANEOUS
                                         PROVISIONS



 


(a)       All
parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue of
the fact that such party’s counsel was or was not the principal draftsman of this Agreement.


 


(b)       Each
of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the preparation
and review of this Agreement and related documentation.


 


(c)       Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, modification, discharge or termination is sought.


 


(d)       The
representations, warranties and agreement of the Subscriber and the Company made in this Agreement shall survive the execution
and delivery of this Agreement and the delivery of the Securities.


 


(e)       Any
party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth
on the signature page of this Agreement or to the Company at its primary office (including personal delivery, expedited courier,
messenger service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will
be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the
address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other
parties written notice in the manner herein set forth.


 


(f)       Except
as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement
and their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one
person or entity, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties
and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and its heirs,
executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


(g)       This
Agreement is not transferable or assignable by the Subscriber.


 


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


 


(i)       The
Company and the Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this
Agreement shall be adjudicated before a court located in the City of New York, Borough of Manhattan, and they hereby submit to
the exclusive jurisdiction of the federal and state courts of the State of New York located in the City of New York, Borough of
Manhattan with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that
such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale
of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as
either party shall furnish in writing to the other.


 


(j)       This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


[Signature
Pages Follow]


 




    	 	- 9 -	 



    	 



    


 





ACCEPTED
this ___ day of ____________ 2017, on behalf of Cyberspace Vita, Inc.


 


	 	By:	 
	 	Name:	 
	 	Title:	 







 



    	 	- 10 -	 



    	 



    


 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of __________ 2017.


 


	 	x
    $0.39=	 
	Shares
    subscribed for	 	      Aggregate
    Purchase Price
	 	 	 
	Warrants
    (30% coverage)	 	 


 


Manner
in which Title is to be held (Please Check One):


 


	1.	___	Individual	7.	___	Trust/Estate/Pension
                                         or Profit sharing Plan

        Date
        Opened:______________

	2.	___	Joint
    Tenants with Right of Survivorship	8.	___	As
                                         a Custodian for

        ________________________________

        Under
        the Uniform Gift to Minors Act of the State of

        ________________________________

	3.	___	Community
    Property	9.	___	Married
    with Separate Property
	4.	___	Tenants
    in Common	10.	___	Keogh
	5.	___	Corporation/Partnership/
    Limited Liability Company	11.	___	Tenants
    by the Entirety
	6.	___	IRA	 	 	 


 


ALTERNATIVE
DISTRIBUTION INFORMATION


 


To
direct distribution to a party other than the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION
IF THIS IS AN IRA INVESTMENT.


 


Name
of Firm (Bank, Brokerage, Custodian):


 


Account
Name:


 


Account
Number:


 


Representative
Name:


 


Representative
Phone Number:


 


Address:


 


City,
State, Zip:


 




    	 	- 11 -	 



    	 



    


 


IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE 10.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 11.


 


EXECUTION
BY NATURAL PERSONS


 


	_____________________________________________________________________________

        Exact
        Name in Which Title is to be Held

	 
	_________________________________

        Name
        (Please Print)
	 	_________________________________

        Name
        of Additional Purchaser

	_________________________________

        Residence:
        Number and Street
	 	_________________________________

        Address
        of Additional Purchaser

	_________________________________

        City,
        State and Zip Code
	 	_________________________________

        City,
        State and Zip Code

	_________________________________

        Social
        Security Number
	 	_________________________________

        Social
        Security Number

	_________________________________

        Telephone
        Number
	 	_________________________________

        Telephone
        Number

	_________________________________

        Fax
        Number (if available)
	 	________________________________

        Fax
        Number (if available)

	_________________________________

        E-Mail
        (if available)
	 	________________________________

        E-Mail
        (if available)

	__________________________________

        (Signature)

        
	 	________________________________

        (Signature
        of Additional Purchaser)



 




    	 	- 12 -	 



    	 



    


 


EXECUTION
BY SUBSCRIBER WHICH IS AN ENTITY


(Corporation,
Partnership, LLC, Trust, Etc.)


 





	
        _____________________________________________________________________________

        Name of Entity (Please Print)








 





Date of Incorporation or Organization:


 


State of Principal Office:


 


Federal Taxpayer Identification Number: 


____________________________________________ 


Office
Address


____________________________________________ 


City, State and Zip Code 


  ____________________________________________ 


Telephone Number 


 ____________________________________________ 


Fax Number (if available) 


____________________________________________ 


E-Mail
(if available)


 





	 	By: 	 
	 	Name:	 
	 	Title:	 







 





	[seal]	 
	 	 
	Attest: _________________________________	_________________________________
	                          (If Entity is a Corporation)	_________________________________
	 	Address







 




    	 	- 13 -	 



    	 



    


 


INVESTOR
QUESTIONNAIRE


 


Instructions:
Check all boxes below which correctly describe you.


		●	You
                                         are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as
                                         amended (the “Securities Act”), (ii) a savings and loan association
                                         or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether
                                         acting in an individual or fiduciary capacity, (iii) a broker or dealer registered
                                         pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange
                                         Act”), (iv) an insurance company as defined in Section 2(13) of the
                                         Securities Act, (v) an investment company registered under the Investment Company
                                         Act of 1940, as amended (the “Investment Company Act”), (vi)
                                         a business development company as defined in Section 2(a)(48) of the Investment Company
                                         Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business
                                         Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958,
                                         as amended, (viii) a plan established and maintained by a state, its political
                                         subdivisions, or an agency or instrumentality of a state or its political subdivisions,
                                         for the benefit of its employees and you have total assets in excess of $5,000,000, or
                                         (ix) an employee benefit plan within the meaning of the Employee Retirement Income
                                         Security Act of 1974, as amended (“ERISA”) and (1) the decision that
                                         you shall subscribe for and purchase shares of common stock (the “Shares”)
                                         and warrants to purchase shares of common stock (the “Warrants”, and,
                                         together with the Shares, the “Securities”), is made by a plan fiduciary,
                                         as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association,
                                         insurance company, or registered investment adviser, or (2) you have total assets in
                                         excess of $5,000,000 and the decision that you shall subscribe for and purchase the Securities
                                         is made solely by persons or entities that are accredited investors, as defined in Rule
                                         501 of Regulation D promulgated under the Securities Act (“Regulation D”)
                                         or (3) you are a self-directed plan and the decision that you shall subscribe for and
                                         purchase the Securities is made solely by persons or entities that are accredited investors.
	 	 	 
		●	You
                                         are a private business development company as defined in Section 202(a)(22) of the Investment
                                         Advisers Act of 1940, as amended.
	 	 	 
		●	You
                                         are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986,
                                         as amended (the “Code”), a corporation, Massachusetts or similar business
                                         trust or a partnership, in each case not formed for the specific purpose of making an
                                         investment in the Securities and its underlying securities in excess of $5,000,000.
	 	 	 
		●	You
                                         are a director or executive officer of the Company.
	 	 	 
		●	You
                                         are a natural person whose individual net worth, or joint net worth with your spouse,
                                         exceeds $1,000,000 at the time of your subscription for and purchase of the Securities
                                         (excluding principal residence).
	 	 	 
		●	You
                                         are a natural person who had an individual income in excess of $200,000 in each of the
                                         two most recent years or joint income with your spouse in excess of $300,000 in each
                                         of the two most recent years, and who has a reasonable expectation of reaching the same
                                         income level in the current year.
	 	 	 
		●	You
                                         are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the Securities and whose subscription for and purchase of the Securities
                                         is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation
                                         D.
	 	 	 
		●	You
                                         are an entity in which all of the equity owners are persons or entities described in
                                         one of the preceding paragraphs.



 




    	 	- 14 -	 



    	 



    


 


Check
all boxes below which correctly describe you.


 


With
respect to this investment in the Securities, your:


 


Investment
Objectives:  [  ] Aggressive Growth [  ] Speculation


 


Risk
Tolerance:  [  ] Low Risk  [  ] Moderate Risk  [  ] High
Risk


 


Are
you associated with a FINRA Member Firm?  [  ] Yes  [  ]  No


 


Your
initials (purchaser and co-purchaser, if applicable) are required for each item below:


 





	____   ____  	I/We understand that this investment is not guaranteed.
	 	 
	____   ____  	I/We are aware that this investment is not liquid.
	 	 
	____   ____  	I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering.
	 	 
	____   ____  	I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification.  Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.)







 


FINRA
Affiliation


 


Are
you affiliated directly or indirectly with a member broker-dealer firm of the Financial Industry Regulatory Authority, Inc. as
an employee, officer, director, partner or shareholder or as a relative or member of the same household of an employee, director,
partner or shareholder of a FINRA member broker-dealer firm?


 


Yes____
No_____


 


If
the answer is “yes,” then, in order to purchase securities in the offering, the Subscriber will need to provide the
Issuer with a FINRA member affiliate certification whereby the FINRA member firm acknowledges the affiliation and its receipt
of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice with respect to an investment in Securities
pursuant to the offering described herein.


 


Anti-Money
Laundering Rules


 


In
order for the Company to comply with applicable anti-money laundering/U.S. Treasury Department Office of Foreign Assets Control
(“OFAC”) rules and regulations, Subscriber is required to provide the following information:


 


	(a)	Payment
                                         Information



 


(i)       Name
and address (including country) of the bank from which Subscriber’s payment to the Company is being wired (the “Wiring
Bank”):


 


 _______________________________________




 _______________________________________




 _______________________________________




 _______________________________________


 








    	 	- 15 -	 



    	 



    

 


(ii)       Subscriber’s
wiring instructions at the Wiring Bank:


 


		_______________________________________	



		_______________________________________	



		_______________________________________	



(iii)       Is
the Wiring Bank located in the U.S. or another “FATF Country”*?


 


_____
Yes______ No


 


(iv)
Is Subscriber a customer of the Wiring Bank?


 


_____
Yes______ No


 


(b)       Additional
Information


 


Investors
wishing to subscribe must provide the following additional information or documents unless you have previously delivered such
information to the Company or to a Placement Agent for the Offering as part of the establishment of your account at the Placement
Agent.


 





For Individual Investors:


 


	____	A government issued
    form of picture identification (e.g., passport or drivers license).
	 	 
	____	Proof of the individual’s
    current address (e.g., current utility bill), if not included in the form of picture identification.
	 	 
	____	One or more of the
    above documentations has previously provided to Placement Agent.


 


For Funds of Funds
or Entities that Invest on Behalf of Third Parties:


 


	_____	A
    certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
    (e.g., certificate of good standing).
	 	 
	_____	An
    “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf
    of the prospective investor.
	 	 
	_____	A
    completed copy of a certification that the entity has adequate anti-money laundering policies and procedures (“AML Policies
    and Procedures”) in place that are consistent with the USA PATRIOT Act, OFAC and other relevant federal, state or non-U.S.
    anti-money laundering laws and regulations (with a copy of the entity’s current AML Policies and Procedures to which
    such certification relates).
	 	 
	_____	A
    letter of reference for any entity not located in the U.S. or other FATF country, from the entity’s local office of
    a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other
    FATF Country certifying that the prospective investor maintains an account at such bank/brokerage firm for a length of time
    and containing a statement affirming the prospective investor’s integrity.
	 	 
	____	One
    or more of the above documentations has previously provided to Placement Agent.


 





 



 


* As of the date hereof, countries that
are members of the Financial Action Task Force on Money Laundering (“FATF Country”) are: Argentina, Australia, Austria,
Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan, Luxembourg, Mexico,
Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian Federation, Singapore, South Africa, S pain, Sweden, Switzerland,
Turkey, United Kingdom and the United States of America.


 




    	 	- 16 -	 



    	 



    


 







For
all other Entity Investors:


 


	_____	A
    certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
    (e.g., certificate of good standing).
	 	 
	_____	An
    “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf
    of the prospective investor.
	 	 
	_____	A
    letter of reference from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has
    its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains
    an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor’s
    integrity.
	 	 
	_____	If
    the prospective investor is a privately-held entity, a certified list of the names of every person or entity who is directly
    or indirectly the beneficial owner of 25% or more of any voting or non-voting class of equity interests of the Subscriber,
    including (i) country of citizenship (for individuals) or principal place of business (for entities) and, (ii) for individuals,
    such individual’s principal employer and position.


 


If
the prospective investor is a trust, a certified list of (i) the names of the current beneficiaries of the trust that have, directly
or indirectly, 25% or more of any interest in the trust, (ii) the name of the settlor of the trust, (iii) the name(s) of the trustee(s)
of the trust, and (iv) the country of citizenship (for individuals) or principal place of business (for entities).


 


	 	_____	One
    or more of the above documentations has previously provided to Placement Agent.


 


The
Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its
execution of the Subscription Agreement pursuant to which it purchased the Securities.







 


	

                                         

                                         ___________________________________

                                         Name of Purchaser [please print]

        ___________________________________

        Signature
        of Purchaser (Entities please

        provide
        signature of Purchaser’s duly

        authorized
        signatory.)

        ___________________________________

        Name
        of Signatory (Entities only)

        ___________________________________

        Title
        of Signatory (Entities only)
	

                                         

                                         ___________________________________

                                         Name of Co-Purchaser [please print]

        ___________________________________

        Signature
        of Co-Purchaser



 




    	 	- 17 -	 



    	 



    


 


VERIFICATION
OF INVESTMENT ADVISOR/BROKER


 


I
state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe
that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together
with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:


 


		(a)	that
                                         I have reviewed the Subscription Agreement and forms of securities presented to me, and
                                         attachments (if any) thereto;
	 	 	 
		(b)	that
                                         the Subscription Agreement and attachments thereto have been fully completed and executed
                                         by the appropriate party; and
	 	 	 
		(c)	that
                                         the subscription will be deemed received by the Company upon acceptance of the Subscription
                                         Agreement.



 


Deposit
securities from this offering directly to purchaser’s account? [  ] Yes  [  ] 
No


 


If
“Yes,” please indicate the account number: _____________________________________


 





	____________________________________	 	____________________________________
	Broker/Dealer	 	Account Executive
	_____________________________________	 	____________________________________
	(Name of Broker/Dealer)	 	(Signature)
	_____________________________________	 	____________________________________
	(Street Address of Broker/Dealer Office)	 	(Print Name)
	_____________________________________	 	____________________________________
	(City of Broker/Dealer Office) (State) (Zip)	 	(Representative I.D. Number)
	_____________________________________	 	____________________________________
	(Telephone Number of Broker/Dealer Office)	 	(Date)
	_____________________________________ 	 	____________________________________
	(Fax Number of Broker/Dealer Office)	 	(E-mail Address of Account Executive)







 




    	 	- 18 -	 



    	 



    


 


SCHEDULE
4(b)


 


Capitalization


 


	Capitalization
    following closing of the Offering at: 	$0.39
    
	 
	Issued
    and Outstanding	30,000,000	shares
	$3,300,000
    	Common
    Stock	%
	Issued
    in the Offering	                        8,461,538
    	28.21%
	Pubco
    Majority Shareholder	                        1,800,000
    	6.00%
	Pubco
    Float	                             47,550
    	0.16%
	Consultants	                        3,000,000
    	10.00%
	1493
    Majority Shareholder	                 16,690,911.54
    	55.64%
	Total	                      30,000,000
    	100.00%
	 
	 	Warrants
    @ $.50	%
	30%
    warrant coverage issued	                        2,538,462
    	42.04%
	1493
    shareholders	                        3,000,000
    	49.68%
	Consultants	                           500,000
    	8.28%
	Total	                        6,038,462
    	100.00%
	 
	 	Preferred*	%
	1493
    Stockholders	1,000	100%
	*the
    preferred will contain super voting preference that constitutes 51% of the voting power.






 






    	 	- 19 -	 



    	 



    

 


Exhibit
A


 


Form
of Warrant


 


(see
attached)


 




    	 	- 20 -	 



    	 



    


 


Exhibit
B


 


Form
of Escrow Agreement


 


(see
attached)


 






    	 	- 21 -