Exhibit 10.1


 


SUBSCRIPTION
AGREEMENT


 


THIS SUBSCRIPTION AGREEMENT
(this “Agreement”) is made as of the last date set forth on the signature page hereof between MusclePharm Corporation,
a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). The Company is conducting
a private placement (the “Offering”) of shares (the “Shares” or the “Securities”)
of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price
of $8.50 per Share.


 


IMPORTANT INVESTOR NOTICES


 


NO OFFERING LITERATURE OR ADVERTISEMENT
IN ANY FORM MAY BE RELIED UPON IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS AGREEMENT AND ANY SUPPLEMENTS HERETO, AND NO
PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.


 


THIS AGREEMENT IS CONFIDENTIAL AND THE
CONTENTS HEREOF MAY NOT BE REPRODUCED, DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS REPRESENTATIVE,
ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT,
ACKNOWLEDGES AND AGREES TO THE FOREGOING RESTRICTIONS.


 


THIS AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE
OR TO CONTAIN ALL OF THE INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN THE OFFERING. THIS AGREEMENT
DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES
ACT. YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED, IN DECIDING WHETHER TO INVEST IN THE OFFERING.


 


THIS AGREEMENT CONTAINS A SUMMARY OF CERTAIN
PROVISIONS OF VARIOUS DOCUMENTS RELATING TO THE OPERATIONS OF THE COMPANY. THESE SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL DOCUMENTS.


 


THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER
OR SOLICITATION OF AN OFFER TO ANY PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED.
EACH PERSON WHO ACCEPTS DELIVERY OF THIS SUBSCRIPTION AGREEMENT AGREES TO RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES
NOT PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.


 


NEITHER THE DELIVERY OF THIS AGREEMENT
AT ANY TIME NOR ANY SALE OF SECURITIES HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE INVESTOR (AND TO ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, IF ANY)
THE OPPORTUNITY, PRIOR TO ITS PURCHASE OF SHARES OF COMMON STOCK, TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING
THE OFFERING AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE
EFFORT OR EXPENSE, IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. ALL SUCH ADDITIONAL INFORMATION SHALL ONLY
BE PROVIDED IN WRITING AND IDENTIFIED AS SUCH BY THE COMPANY THROUGH ITS DULY AUTHORIZED OFFICERS AND/OR DIRECTORS ALONE; NO ORAL
INFORMATION OR INFORMATION PROVIDED BY ANY BROKER OR THIRD PARTY MAY BE RELIED UPON.


 






    	 



    	 



    

 


NO REPRESENTATIONS, WARRANTIES OR ASSURANCES
OF ANY KIND ARE MADE OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN, IF ANY, THAT MAY ACCRUE TO AN INVESTOR IN THE COMPANY.


 


THIS AGREEMENT CONTAINS FORWARD-LOOKING
STATEMENTS REGARDING THE COMPANY’S PERFORMANCE, STRATEGY, PLANS, OBJECTIVES, EXPECTATIONS, BELIEFS AND INTENTIONS. THE OUTCOME
OF THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS IS SUBJECT TO SUBSTANTIAL RISKS, AND ACTUAL RESULTS COULD DIFFER MATERIALLY.
THE SECTIONS ENTITLED “EXECUTIVE SUMMARY,” “RISK FACTORS,” AND “DESCRIPTION OF BUSINESS,” IN
ANY SEC FILING (AS DEFINED HEREIN) OR REPORT, AS WELL AS THIS AGREEMENT GENERALLY, CONTAIN DISCUSSIONS OF SOME OF THE FACTORS THAT
COULD CONTRIBUTE TO THESE DIFFERENCES.


 


THIS SUBSCRIPTION AGREEMENT AND THE SEC
FILINGS AND REPORTS INCLUDE DATA OBTAINED FROM INDUSTRY PUBLICATIONS AND REPORTS, WHICH THE COMPANY BELIEVES TO BE RELIABLE SOURCES;
HOWEVER, NEITHER THE ACCURACY NOR COMPLETENESS OF THIS DATA IS GUARANTEED. WE HAVE NEITHER INDEPENDENTLY VERIFIED THIS DATA NOR
SOUGHT THE CONSENT OF SUCH SOURCES TO REFER TO THEIR REPORTS IN THIS SUBSCRIPTION AGREEMENT.


 


THE OFFERING PRICE OF THE SHARES OF COMMON
STOCK HAS BEEN DETERMINED ARBITRARILY. THE PRICE OF THE SHARES OF COMMON STOCK DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE
ASSETS, EARNINGS OR BOOK VALUE OF THE COMPANY, OR TO POTENTIAL ASSETS, EARNINGS, OR BOOK VALUE OF THE COMPANY. THERE IS NO ACTIVE
TRADING MARKET IN THE COMPANY’S COMMON STOCK AND THERE CAN BE NO ASSURANCE THAT AN ACTIVE TRADING MARKET IN ANY OF THE COMPANY’S
SECURITIES WILL DEVELOP OR BE MAINTAINED. A LIMITED NUMBER OF SHARES OF COMMON STOCK MAY BE ELIGIBLE FOR TRADING PRIOR TO REGISTRATION,
IF ANY, OF THE SECURITIES SOLD IN THE OFFERING, AND SUCH REGISTRATION, IF ANY, MAY BE DELAYED IN CERTAIN CIRCUMSTANCES. THE PRICE
OF SHARES QUOTED ON THE OTC BULLETIN BOARD OR TRADED ON ANY EXCHANGE MAY BE IMPACTED BY A LACK OF LIQUIDITY OR AVAILABILITY OF
SHARES FOR PUBLIC SALE AND ALSO WILL NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE OR POTENTIAL PROSPECTS
OF THE COMPANY OR APPLICABLE QUOTED OR TRADING PRICES THAT MAY EXIST FOLLOWING REGISTRATION OR THE LAPSE OF RESTRICTIONS ON THE
SECURITIES SOLD PURSUANT TO THE OFFERING OR UPON THE LAPSE OF ANY LOCKUP AGREEMENTS OR OTHER RESTRICTIONS. SUCH PRICES SHOULD NOT
BE CONSIDERED ACCURATE INDICATORS OF FUTURE QUOTED OR TRADING PRICES THAT MAY SUBSEQUENTLY EXIST FOLLOWING REGISTRATION OR WHEN
SUCH LOCKUP AGREEMENTS OR RESTRICTIONS LAPSE.


 


THE COMPANY RESERVES THE RIGHT, IN ITS
SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON OR FOR NO REASON. THE COMPANY IS NOT OBLIGATED TO
NOTIFY RECIPIENTS OF THIS SUBSCRIPTION AGREEMENT WHETHER ALL OF THE SHARES OF COMMON STOCK OFFERED HEREBY HAVE BEEN SOLD.


 






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SUBSCRIBERS MAY BE DEEMED TO BE IN POSSESSION
OF MATERIAL NON-PUBLIC INFORMATION WITHIN THE MEANING OF THE UNITED STATES SECURITIES LAWS AND REGULATIONS REGARDING A PUBLIC COMPANY.
THIS AGREEMENT CONTAINS CONFIDENTIAL INFORMATION CONCERNING THE COMPANY, AND HAS BEEN PREPARED SOLELY FOR USE IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE CONSIDERATION OF AN
INVESTMENT IN THE SECURITIES OF THE COMPANY THROUGH THE OFFERING DESCRIBED HEREIN MAY SUBJECT THE USER TO CIVIL AND/OR CRIMINAL
LIABILITY. THE RECIPIENT, BY ACCEPTING THIS SUBSCRIPTION AGREEMENT, AGREES NOT TO: (I) DISTRIBUTE OR REPRODUCE THIS SUBSCRIPTION
AGREEMENT, IN WHOLE OR IN PART, AT ANY TIME, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY; (II) TO KEEP CONFIDENTIAL THE EXISTENCE
OF THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN OR MADE AVAILABLE IN CONNECTION WITH ANY FURTHER INVESTIGATION OF THE COMPANY;
AND (III) REFRAIN FROM TRADING IN THE PUBLICLY-TRADED SECURITIES OF THE COMPANY OR ANY OTHER RELEVANT COMPANY FOR SO LONG AS SUCH
RECIPIENT IS IN POSSESSION OF THE MATERIAL NON-PUBLIC INFORMATION CONTAINED HEREIN. SUBSCRIBERS ARE ADVISED THAT THEY SHOULD SEEK
THEIR OWN LEGAL COUNSEL PRIOR TO EFFECTUATING ANY TRANSACTIONS IN THE PUBLICLY TRADED COMPANY’S SECURITIES.


 


FOR RESIDENTS OF ALL STATES


 


THIS OFFERING IS BEING MADE SOLELY TO “ACCREDITED
INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
AFFORDED BY SECTION 4(2) THEREUNDER AND REGULATION D (RULE 506) OF THE SECURITIES ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES
LAWS.


 


THE SECURITIES OFFERED HEREBY ARE SUBJECT
TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
AND APPLICABLE STATE LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES COMMISSION OR
ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE
THE CONTENTS OF THIS AGREEMENT AS INVESTMENT, LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD CONTACT HIS, HER OR ITS OWN
ADVISORS REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF, WHICH MAY DIFFER DEPENDING ON AN INVESTOR’S
PARTICULAR FINANCIAL SITUATION. IN NO EVENT SHOULD THIS AGREEMENT BE DEEMED OR CONSIDERED TO BE TAX ADVICE PROVIDED BY THE COMPANY.


 






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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 Shares indicated on page 12 hereof on the terms and conditions described herein.


 


(b) Purchase
of Shares. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange for
the Shares shall be set at $8.50 per Share, for an aggregate purchase price as set forth on page 12 hereof (the “Aggregate
Purchase Price”). The Subscriber’s delivery of this Agreement to the Company shall be accompanied by payment for
the Shares 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 wire instructions
provided on Exhibit A. The Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing
this Agreement, it is entering into a binding agreement.


 


2. Acceptance,
Offering Term and Closing Procedures


 


(a) Acceptance
or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations
and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company
relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound
to purchase the Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence
of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities
as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing,
the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the
Shares and provide instructions to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands
and agrees that the Company reserves the right to reject this subscription for Shares 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 the Closing does not take place because of (i) the rejection of subscription for Shares by the Company;
or (ii) the election not to purchase the Shares by the Subscriber, this Agreement and any other Transaction Documents shall thereafter
be terminated and have no force or effect, and the parties shall take all steps to ensure that the Aggregate Purchase Price shall
promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.


 


(b) Closing. The closing
of the purchase and sale of the Shares hereunder (the “Closing”) shall take place at the offices of the Company
or such other place as determined by the Company and may take place in one of more closings. Closings 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 Shares purchased by the Subscriber will be delivered by the Company promptly following the Closing Date of the
Offering. In the event there is more than one Closing, the initial closing of the Offering shall be referred to as the “Initial
Closing” and such date of the Initial Closing shall be referred to as the “Initial Closing Date”.
The last Closing of the Offering shall be referred to as the “Final Closing” and such date of the Final Closing,
shall be referred to as the “Final Closing Date”.


 


(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.


 






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(d)
 Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares
of Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in
each such event, the purchase price shall, simultaneously with the happening of such event, be adjusted by multiplying the then
purchase price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior
to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event,
and the product so obtained shall thereafter be the purchase price then in effect. The purchase price, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or events described herein. The number of Shares that
the Subscriber shall thereafter, be issued and obtain on the exercise hereof, be entitled to receive shall be adjusted to a number
determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section) be
issuable on such exercise by a fraction of which (a) the numerator is the purchase price that would otherwise (but for the provisions
of this Section) be in effect, and (b) the denominator is the purchase price in effect on the date of such exercise.


 


(e) Certificate
as to Adjustments. In each case of any adjustment or readjustment in the Shares, the Company at its expense will promptly cause
its Executive Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms hereof
and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company will forthwith mail a copy of each such certificate to the Subscriber.


 


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, except as may be limited by bankruptcy,
reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights
of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or law).


 


(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.


 


(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.


 


(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. If other than an individual, the Subscriber also represents
it has not been organized solely for the purpose of acquiring the Securities.


 






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(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 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 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, except as required by Section 5 herein. The Subscriber understands that any sales or transfers of the Securities are further
restricted by state securities laws and the provisions of this Agreement. The Subscriber understands that the Company may limit
further the right to sell or transfer shares by establishing procedures for approval of any such transfer, limiting counsel authorized
to review and approve Rule 144 transactions and approving opinion fees, for transfers sought to be permitted under Rule 144, which
may result in delays in desired sales or transfers by Subscribers.


 


(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 Shares, 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.


 


(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.


 






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(i) Neither the
Securities and Exchange Commission (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 Shares 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
is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related
considerations of an investment in the Shares, and the Subscriber has relied on the advice of, or has consulted with, only its
own Advisors.


 


(n)  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.


 


(o) No oral or written
representations have been made, or oral or written information furnished, to the Subscriber or its Advisors, if any, in connection
with the Offering that are in any way inconsistent with the information contained herein.


 


(p) (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.


 


(q) 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.


 


(r) 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.


 






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(s) 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 such
person’s residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.


 


(t) The Subscriber,
either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the Offering, and has so evaluated the merits and risks of such
investment. 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. The Subscriber
is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss
of such investment.


 


(u) The Subscriber
has reviewed, or had an opportunity to review, all of the SEC Filings, and all “Risk Factors” and “Forward Looking
Statements” disclaimers contained therein. In addition, the Subscriber has reviewed and acknowledges it has such knowledge,
sophistication, and experience in securities matters, and understands the following additional Risk Factor related to the Company:


 


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) Organization
and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
state of Nevada. The Company is duly qualified to do business, and is in good standing in the states required due to (a) the ownership
or lease of real or personal property for use in the operation of the Company's business or (b) the nature of the business conducted
by the Company, except where the failure to do so would not result in a material adverse effect to the Company. The Company has
all requisite power, right and authority to own, operate and lease its properties and assets, to carry on its business as now conducted,
to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party,
and to carry out the transactions contemplated hereby and thereby. All actions on the part of the Company and its officers and
directors necessary for the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents,
the consummation of the transactions contemplated hereby and thereby, and the performance of all of the Company's obligations under
this Agreement and the other Transaction Documents have been taken or will be taken prior to the Closing. This Agreement has been,
and the other Transaction Documents to which the Company is a party on the Closing will be, duly executed and delivered by the
Company, and this Agreement is, and each of the other Transaction Documents to which it is a party on the Closing will be, a legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.


 


(b) Issuance
of Securities. 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.


 


(c) Authorization;
Enforcement. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company,
and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without
the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule
of any court, agency or other governmental authority applicable to the Company, (b) require any consent, approval or authorization
of, or declaration, filing or registration with, any person, (c) result in a default (with or without the giving of notice or lapse
of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify
or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party
or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any lien or encumbrance
upon the assets of the Company, or upon any Shares or other securities of the Company, (e) conflict with or result in a breach
of or constitute a default under any provision of those certain articles of incorporation or those certain bylaws of the Company,
or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of the Company.


 






    	-8-



    	 



    

 


(d) SEC Filings.
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 since February 2, 2010 (collectively, the “SEC Filings”), and all such SEC Filings
are incorporated herein by reference.


 


(e) No
Financial Advisor. 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 Shares. 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.


 


(f) Indemnification.
The Company’s liability to Subscriber in the event of any claim or controversy shall not exceed the Subscriber’s Aggregate
Purchase Price tendered hereunder, less the proceeds of any sales of securities purchased hereunder.


 


(g) Capitalization
and Additional Issuances. The authorized, issued and outstanding capital stock of the Company is as set forth in the SEC Filings
and all issued and outstanding shares of the Company are validly issued, fully paid and non-assessable. Except as set forth
in the SEC Filings and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares
of capital stock of the Company pursuant to the Company’s Amended and Restated Articles of Incorporation, Bylaws or other
governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.


 


(h) Private Placements.
Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 3, no registration under the
Securities Act is required for the offer and sale of the Securities by the Company to the Subscriber as contemplated hereby.


 


(j) Investment
Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Shares will not be
or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.


 


5. REGISTRATION
RIGHTS. The Company shall file a “resale” registration statement with the SEC covering all Shares of Common
Stock sold in the Offering so that such Shares will be registered under the Securities Act. The Company will maintain the effectiveness
of the “resale” registration statement from the effective date of the registration statement until all Registrable
Securities (as defined in the Registration Rights Agreement) covered by such registration statement have been sold, or may be sold
without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule
144, as determined by the counsel to the Company. The Company will use its reasonable best efforts to have such “resale”
registration statement filed within Ninety (90) days after the Final Closing Date (the “Filing Deadline”) and
declared effective by the SEC as soon as practicable thereafter.


 


The Company is obligated
to pay to the Subscribers a fee of 1.5% per month of the investors’ investment, payable in cash, up to a maximum of 5%, for
each month in excess of the Filing Deadline that the registration statement has not been declared effective; provided, however,
that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration
obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority
with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of Common Stock
permissible upon consultation with the staff of the SEC; provided, further, that the Company shall not be obligated
to pay any liquidated damages at any time following the one year anniversary of the Final Closing Date or if the shares of Common
Stock required to be registered under the Registration Rights Agreement have been sold, or may be sold without the requirement
to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 under the Securities
Act.


 






    	-9-



    	 



    

 


The description of
registration rights is qualified in its entirety by reference to Registration Rights Agreement annexed hereto as Exhibit B.


 


6. INTENTIONALLY
OMITTED. 


 


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.


 






    	-10-



    	 



    

 


(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) WAIVER OF
JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(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]


 






    	-11-



    	 



    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN WITNESS WHEREOF,
the Subscriber has executed this Agreement on the ____ day of _____, 2013.


 


	 	x $8.50  for each Share           =	 
	Shares subscribed for	 	      Aggregate Purchase Price


 


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:


 


 


 


 


[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
– ______________________________]


 






    	-12-



    	 



    


IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE 13.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 14.


 


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)

	ACCEPTED this ___ day of _________ 2013, on behalf of the Company.



 


	 	 
	 	 
	 	By: 	 
	 	 	Name:
Title:



 


 


 


 


[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
– ______________________________]


 






    	-13-



    	 



    

 


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

	 	 
	ACCEPTED this ____ day of __________ 2013, on behalf of the Company.
	 	
         

         

        By: _________________________________

        Name:

        Title:



 


 


 


[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
– ______________________________]


 






    	-14-



    	 



    


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 and warrants
to purchase common stock (the “Shares”), 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 Shares 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 Shares 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 Shares 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 (excluding residence) at the time of your subscription for and purchase of
the Shares.



 


		 ̈	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 Shares and whose subscription for and purchase of the Shares 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.



 



    	-15-



    	 



    

 


Check all boxes below which correctly describe you.


 


With respect to this investment in the Shares, 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.)


 


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 Shares.


 


	
        

        

        ___________________________________

        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




 


 


 


 


[SIGNATURE PAGE TO INVESTOR QUESTIONAIRRE
AGREEMENT – ______________________________]


 



    	-16-



    	 



    

 


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

         

        _____________________________________

        

        (Name of Broker/Dealer)

         

        _____________________________________

        

        (Street Address of Broker/Dealer Office)

         

        _____________________________________

        

        (City of Broker/Dealer Office) (State) (Zip)

         

        _____________________________________

        

        (Telephone Number of Broker/Dealer Office)

         

        _____________________________________

        

        (Fax Number of Broker/Dealer Office)

         

         
	
        

        ____________________________________

        Account Executive

         

        ____________________________________

        (Signature)

         

        ____________________________________

        (Print Name)

         

        ____________________________________

        (Representative I.D. Number)

         

        ____________________________________

        (Date)

         

        ____________________________________

(E-mail Address of Account Executive)




 



    	-17-



    	 



    

 


Exhibit A


 


Wire Instructions


 



    	-18-



    	 



    

 


Exhibit B


 


Registration Rights Agreement


 


See Attached.


 



    	-19-