Exhibit
10.5


 


SUBSCRIPTION
AGREEMENT


 


CONTENT
CHECKED HOLDINGS, INC.


56-26 Chongshan
Middle Rd, 1-5-1, Huanggu


Shenyang,
Liaoning, China, 110031


 


This
Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature
page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”)
of a minimum of $1,750,000 (the “Minimum Offering”) and a maximum of $4,000,000 (the “Maximum
Offering”) of shares (the “Common Shares”) of common stock, $0.001 par value per share
(the “Common Stock”), plus up to an additional $500,000 (1,000,000 Common Shares) to cover over-allotments,
issued by Content Checked Holdings, Inc. (f/k/a Vesta International Corp.), a Nevada corporation (the “Company”),
at a purchase price of $0.50 per Share (the “Purchase Price”). This subscription is being submitted
to you in accordance with and subject to the terms and conditions described in this Agreement, the Confidential and Non-Binding
Summary Term Sheet of the Company dated November 28, 2014, relating to the Offering (as the same may be amended or supplemented,
the “Term Sheet”), and any other Disclosure Materials (as defined below). The minimum subscription is $50,000 (100,000
Common Shares). The Company may accept subscriptions for less than $50,000 in its sole discretion.


 


The
Common Shares being subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”). The Offering is being made on a reasonable best efforts basis to “accredited
investors,” as defined in Regulation D under the Securities Act.


 


The
Common Shares are being offered and sold in connection with a reverse triangular merger (the “Merger”)
between a subsidiary of the Company and Content Checked Inc., a Wyoming corporation (“Content Checked”),
and certain other transactions, on the terms and conditions to be set forth in that certain Agreement and Plan of Merger and Reorganization
to be negotiated between the Company and Content Checked, pursuant to which Content Checked will become a wholly owned subsidiary
of the Company, and all of the outstanding Content Checked stock will be converted into shares of the Company’s Common Stock,
and Content Checked stock options and warrants will be converted into options and warrants to purchase the Company’s Common
Stock. Prior to the first Closing (as defined below), the Company intends to change its name to “Content Checked Holdings,
Inc.” or another name that reflects its intended new business.


 


In
May 2014, Content Checked completed a private placement to accredited investors of $250,000 of its 5% senior secured convertible
promissory notes (the “Bridge Notes”). Upon closing of the Merger and the Minimum Offering, the Bridge
Notes will convert into 625,000 Common Shares. The aggregate principal amount of Bridge Notes converted upon the Merger will be
included in the gross proceeds of the Offering for purposes of meeting the Minimum Offering and the Maximum Offering amounts.


 


Through
November 2014, Content Checked also completed a private placement to accredited investors of approximately $500,000 of its 5%
unsecured convertible promissory notes (the “Unsecured Bridge Notes”). Upon closing of the Merger and
the Minimum Offering, the Unsecured Bridge Notes will convert into approximately 1,111,111 Common Shares. Content Checked may
sell up to an aggregate maximum of US$1,500,000 principal amount of the Unsecured Bridge Notes. The aggregate principal amount
of the Unsecured Bridge Notes converted upon the Merger will be included in the gross proceeds of the Offering for purposes of
meeting the Minimum Offering and the Maximum Offering amounts.


 


The
undersigned acknowledges receipt of a copy of the Registration Rights Agreement, substantially in the form of Exhibit B
hereto (the “Registration Rights Agreement”).


 


Each
closing of the Offering (a “Closing,” and the date on which such Closing occurs hereinafter referred
to as the “Closing Date”) shall take place at the offices of Foley Shechter LLP, at 65 Route 4 East,
River Edge, New Jersey 07661 (or such other place as is mutually agreed to by the Company).


 




    	 



    	 



    

 


The
initial Closing will not occur unless:


 


	 	a.	funds
    deposited in escrow as described in Section 2(b) below equal at least the Minimum Offering, and corresponding documentation
    with respect to such amounts has been delivered by Subscribers as described in Section 2(a) below; and
	 	 	 
	 	b.	the
    Merger shall have been effected (or is simultaneously effected).


 


Thereafter,
the Company may conduct one or more additional Closings for the sale of the Common Shares until the termination of the Offering.
Unless terminated earlier by the Company, the Offering shall continue until January 2, 2015, which date may be extended until
January 31, 2015, by the Company, without notice to any Subscriber, past, current or prospective.


 


The
Term Sheet and any supplement or amendment thereto, and any disclosure schedule or other information document, delivered to the
Subscriber prior to Subscriber’s execution of this Agreement, and any such document delivered to the Subscriber after Subscriber’s
execution of this Agreement and prior to the Closing of the Subscriber’s subscription hereunder, are collectively referred
to as the “Disclosure Materials.”


 


	1.	Subscription.
    The undersigned Subscriber hereby subscribes to purchase the number of Common Shares set forth on the Omnibus Signature
    Page attached hereto, for the aggregate Purchase Price as set forth on such Omnibus Signature Page, subject to the terms and
    conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein.
	 	 
	2.	Subscription
    Procedure. To complete a subscription for the Common Shares, the Subscriber must fully comply with the subscription procedure
    provided in this Section on or before the Closing Date.
	 	 
	a.	Subscription
    Documents. On or before the Closing Date, the Subscriber shall review, complete and execute the Omnibus Signature Page
    to this Agreement, the Investor Profile, Anti-Money Laundering Form and Investor Certification, attached hereto following
    the Omnibus Signature Page (collectively, the “Subscription Documents”), and deliver the Subscription
    Documents to the Company’s attorneys, Foley Shechter LLP (“FS”), at the address set forth
    under the caption “How to subscribe for Common Shares in the private offering of Content Checked Holdings, Inc.”
    below. Executed documents may be delivered to FS by facsimile or electronic mail (e-mail), if the Subscriber delivers the
    original copies of the documents to FS as soon as practicable thereafter.
	 	 
	b.	Purchase
    Price. Simultaneously with the delivery of the Subscription Documents to FS as provided herein, and in any event
    on or prior to the Closing Date, the Subscriber shall deliver to Foley Shechter LLP, in its capacity as escrow agent (the
    “Escrow Agent”), the full Purchase Price by certified or other bank check or by wire transfer of
    immediately available funds, pursuant to the instructions set forth under the caption “How to subscribe for Common
    Shares in the private offering of Content Checked Holdings, Inc.” below. Such funds will be held for the Purchaser’s
    benefit and will be returned promptly, without interest or offset, if this Subscription Agreement is not accepted by the Company
    or the Offering is terminated pursuant to its terms by the Company prior to the Closing as defined herein.
	 	 
	c.	Company
    Discretion. The Subscriber understands and agrees that the Company in its sole discretion reserves the right to accept
    or reject this or any other subscription for Common Shares, in whole or in part, notwithstanding prior receipt by the Subscriber
    of notice of acceptance of this subscription. The Company shall have no obligation hereunder until the Company shall execute
    and deliver to the Subscriber an executed copy of this Agreement. If this subscription is rejected in whole, or the offering
    of Common Shares is terminated, all funds received from the Subscriber will be returned without interest or offset, and this
    Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected
    portion of this subscription will be returned without interest or offset, and this Agreement will continue in full force and
    effect to the extent this subscription was accepted.


 




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	3.	Placement
    Agent. None.
	 	 
	4.	Representations
    and Warranties of the Company. The Company hereby represents and warrants to the Subscriber the following:
	 	 
	a)	Organization
    and Qualification. The Company and each of its subsidiaries is a corporation or other business entity duly organized and
    validly existing in good standing under the laws of the jurisdiction of its formation, and has the requisite corporate power
    to own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly
    qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the
    business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be
    in good standing would not have a Material Adverse Effect, as defined below. Each subsidiary of the Company, after giving
    effect to the Merger, is identified on Schedule 4a attached hereto. (For purposes of the representations and warranties
    contained in this Section 4, the term “Subsidiary” as applied to the Company includes Content Checked
    and its subsidiaries on a pro forma basis giving effect to the Merger.
	 	 
	b)	Authorization,
    Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter
    into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements
    and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect
    the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Common
    Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction
    Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the
    issuance of the Common Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized
    by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution
    of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of
    the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed
    will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their
    terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
    reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
    rights and remedies.
	 	 
	c)	Capitalization.
    The authorized capital stock of the Company currently consists of 75,000,000 shares of Common Stock and no shares of preferred
    stock, and prior to the Merger, the authorized capital stock of the Company will consist of 75,000,000 shares of Common Stock.
    As of November 14, 2014, the Company had 12,530,000 shares of Common Stock issued and outstanding. The Company expects in
    the near future to amend its Articles of Incorporation to (i) increase the amount of the shares of Common Stock that it is
    authorized to issue to 250,000,000 shares, and (ii) authorize the Company to issue up to 10,000,000 shares of “blank
    check” preferred stock. All of the outstanding shares of Common Stock and of the stock of each of the Company’s
    Subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable. After giving effect to the Merger
    and other than as disclosed or will be disclosed in the Company’s filings with the Securities and Exchange Commission:
    (i) no shares of capital stock of the Company or any of its Subsidiaries will be subject to preemptive rights or any other
    similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) no shares of capital stock of the Company
    or any of its Subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered
    or permitted by the Company; (iii) there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or
    commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock
    of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company
    or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its
    subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
    to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, in each
    case, other than as set forth in Schedule 4(c), (iv) there will be no outstanding debt securities other than indebtedness
    as set forth in Schedule 4(c), (v) other than pursuant to the Registration Rights Agreement, there will be no agreements
    or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities
    under the Securities Act, and (vi) there will be no outstanding registration statements, and there will be no outstanding
    comment letters from the SEC or any other regulatory agency; (vii) except as provided in this Agreement, there are no securities
    or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares
    as described in this Agreement; (viii) no co-sale right, right of first refusal or other similar right exists with respect
    to the Common Shares or the issuance and sale thereof; and (ix) the issue and sale of the Common Shares will not result in
    a right of any holder of Company securities to adjust the exercise, exchange or reset price under such securities. Immediately
    after giving effect to the Merger and the Closing of the Minimum Offering or the Maximum Offering, the pro forma outstanding
    capitalization of the Company will be as set forth Schedule 4(c). Upon request, the Company will make available to
    the Subscriber true and correct copies of the Company’s Certificate of Incorporation, and as in effect on the date hereof
    (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”),
    and the terms of all securities exercisable for Common Stock and the material rights of the holders thereof in respect thereto
    other than stock options issued to employees and consultants.


 




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	d)	Issuance
    of Securities. The Common Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be
    duly issued, fully paid and nonassessable, and are free from all taxes, liens and charges with respect to the issue thereof.
	 	 
	e)	No
    Conflicts. The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation
    by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate of
    Incorporation or the By-laws (or equivalent constitutive document) of the Company or any of its Subsidiaries or (ii) violate
    or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse
    of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
    of, any agreement, indenture or instrument to which the Company or any Subsidiary is a party, or result in a violation of
    any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations) applicable
    to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected except
    for those which could not reasonably be expected to have a material adverse effect on the assets, business, condition (financial
    or otherwise), results of operations or future prospects of the Company and its Subsidiaries taken as a whole (a “Material
    Adverse Effect”). Except those which could not reasonably be expected to have a Material Adverse Effect, neither the
    Company nor any Subsidiary is in violation of any term of or in default under its constitutive documents. Except those which
    could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any Subsidiary is in violation
    of any term of or in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
    decree or order or any statute, rule or regulation applicable to the Company or any Subsidiary. The business of the Company
    and its Subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation
    of any governmental entity, except for any violation which could not reasonably be expected, individually or in the aggregate,
    to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities
    Act and any applicable state securities laws, neither the Company nor any of its Subsidiaries is required to obtain any consent,
    authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute,
    deliver or perform any of its obligations under or contemplated by this Agreement or the other Transaction Documents in accordance
    with the terms hereof or thereof. Except as set forth on Schedule 4e, neither the execution and delivery by the Company
    of the Transaction Documents, nor the consummation by the Company of the transactions contemplated hereby or thereby, will
    require any notice, consent or waiver under any contract or instrument to which the Company or any Subsidiary is a party or
    by which the Company or any Subsidiary is bound or to which any of their assets is subject, except for any notice, consent
    or waiver the absence of which would not have a Material Adverse Effect and would not adversely affect the consummation of
    the transactions contemplated hereby or thereby. All consents, authorizations, orders, filings and registrations which the
    Company or any of its Subsidiaries is required to obtain pursuant to the preceding two sentences have been or will be obtained
    or effected on or prior to the Closing. The Company is unaware of any facts or circumstance, which might give rise to any
    of the foregoing.
	 	 
	f)	Absence
    of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
    agency, self-regulatory organization or body now pending or, to the knowledge of the Company, threatened, against or affecting
    the Company or any of its Subsidiaries, wherein an unfavorable decision, ruling or finding would (i) adversely affect the
    validity or enforceability of, or the authority or ability of the Company or any of its Subsidiaries to perform its obligations
    under, this Agreement or any of the other Transaction Documents, or (ii) have a Material Adverse Effect.


 




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	g)	Acknowledgment
    Regarding Subscriber’s Purchase of the Common Shares. The Company acknowledges and agrees that each Subscriber is
    acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
    contemplated hereby and thereby. The Company further acknowledges that each Subscriber is not acting as a financial advisor
    or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated
    hereby and thereby and any advice given by such Subscriber or any of their respective representatives or agents in connection
    with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Subscriber’s
    purchase of the Common Shares. The Company further represents to the Subscribers that the Company’s decision to enter
    into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
	 	 
	h)	No
    General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
    engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with
    the offer or sale of the Common Shares.
	 	 
	i)	No
    Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has,
    directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
    that would require registration of the Common Shares or the securities contained therein under the Securities Act or cause
    this offering of the Common Shares or the securities contained therein to be integrated with prior offerings by the Company
    for purposes of the Securities Act.
	 	 
	j)	Employee
    Relations. Neither Company nor any Subsidiary is involved in any labor dispute nor, to the knowledge of the Company, is
    any such dispute threatened. Neither Company nor any Subsidiary is party to any collective bargaining agreement. The Company’s
    and/or its Subsidiaries’ employees are not members of any union, and the Company and its Subsidiaries’ relationship
    with their respective employees is good.
	 	 
	k)	Intellectual
    Property Rights. Except as set forth on Schedule 4k, the Company and its Subsidiaries own or possess all patents,
    trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof,
    websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations,
    and all rights with respect to the foregoing, which are necessary for the conduct of its business as now conducted without
    any conflict with the rights of others except for such conflicts that would not result in a Material Adverse Effect. Neither
    Company nor any Subsidiary has received any notice of infringement of, or conflict with, the asserted rights of others with
    respect to any intellectual property that it utilizes.
	 	 
	l)	Environmental
    Laws.


 


	 	(i)	The
    Company and each Subsidiary has complied with all applicable Environmental Laws (as defined below), except for violations
    of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to have a
    Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened civil or criminal litigation,
    written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating
    to any Environmental Law involving the Company or any Subsidiary, except for litigation, notices of violations, formal administrative
    proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and
    would not reasonably be expected to have a Material Adverse Effect.
	 	 	 
	 	 	For
    purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule
    or regulation or the common law relating to the environment or occupational health and safety, including without limitation
    any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation
    of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution;
    (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic
    or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections,
    spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands,
    including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or
    discarded barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing,
    processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law
    as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous
    waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the
    Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


 



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	 	(ii)	To
    the knowledge of the Company there is no material environmental liability with respect to any solid or hazardous waste transporter
    or treatment, storage or disposal facility that has been used by the Company or any Subsidiary.
	 	 	 
	 	(iii)	The
    Company and its Subsidiaries (i) have received all permits, licenses or other approvals required of them under applicable
    Environmental Laws to conduct their respective businesses and (ii) are in compliance with all terms and conditions of any
    such permit, license or approval.


 


	m)	Permits;
    FDA Compliance. The Company and its Subsidiaries have all authorizations, approvals, clearances, licenses, permits,
    certificates or exemptions (including manufacturing approvals and authorizations, pricing and reimbursement approvals, labeling
    approvals, registration notifications or their foreign equivalent) issued by any regulatory authority or governmental agency
    (collectively, “Permits”) required to conduct their respective businesses as currently conducted
    except to the extent that the failure to have such Permits would not have a Material Adverse Effect. The conduct of business
    by the Company complies, and at all times has substantially complied, in all material respects with the Permits, the Federal
    Food, Drug and Cosmetic Act (the “FDCA”) and similar federal, state and foreign laws applicable
    to the evaluation, testing, manufacturing, distribution, advertising and marketing of each of the Company’s medical
    device products, in whatever stage of development or commercialization except to the extent that the failure to so comply
    would not have a Material Adverse Effect. To the knowledge of the Company, as of the date hereof, neither the United States
    Food and Drug Administration (the “FDA”) nor any comparable regulatory authority or governmental
    agency is considering limiting, suspending or revoking any such Permit or changing the marketing classification or labeling
    of the products of the Company or any of its Subsidiaries. To the knowledge of the Company, there is no false or misleading
    information or material omission in any product application or other submission by the Company or any of its Subsidiaries
    to the FDA or any comparable regulatory authority or governmental agency. The Company or its Subsidiaries have fulfilled and
    performed in all material respects their obligations under each Permit, and, as of the date hereof, to the knowledge of the
    Company, no event has occurred or condition or state of facts exists which would constitute a breach or default or would cause
    revocation or termination of any such Permit except to the extent that such breach, default, revocation or termination would
    not have a Material Adverse Effect. To the knowledge of the Company, any third party that is a manufacturer or contractor
    for the Company or any of its Subsidiaries is in compliance in all material respects with all Permits insofar as they pertain
    to the manufacture of product components or products for the Company. The Company and its Subsidiaries have not received any
    Form FDA-483, notice of adverse finding, FDA warning letter, notice of violation or “untitled letter,” notice
    of FDA action for import detention or refusal, or any other notice from the FDA or other governmental agency alleging or asserting
    noncompliance with any applicable laws or Permits. The Company and its Subsidiaries are not subject to any obligation arising
    under an administrative or regulatory action, FDA inspection, FDA warning letter, FDA notice of violation letter or other
    notice, response or commitment made to or with the FDA or any comparable regulatory authority or governmental agency. The
    Company and its Subsidiaries have made all notifications, submissions and reports required by the FDCA or similar federal,
    state and foreign laws, except to the extent that the failure to make such notifications, submission or reports would not
    have a Material Adverse Effect.
	 	 
	n)	Title.
    Neither the Company nor any of its Subsidiaries owns any real property. Except as set forth on Schedule 4n, each of
    the Company and its Subsidiaries has good and marketable title to all of its personal property and assets free and clear of
    any material restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance which
    would have a Material Adverse Effect. Except as set forth on Schedule 4n, with respect to properties and assets it
    leases, each of the Company and its Subsidiaries is in material compliance with such leases and holds a valid leasehold interest
    free of any liens, claims or encumbrances which would have a Material Adverse Effect.


 




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	o)	No
    Material Adverse Breaches, etc. Neither Company nor any Subsidiary is subject to any charter, corporate or other legal
    restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has
    or is expected in the future to have a Material Adverse Effect. Neither Company nor any Subsidiary is in breach of any contract
    or agreement which breach, in the judgment of the Company’s officers, has or is expected to have a Material Adverse
    Effect.
	 	 
	p)	Tax
    Status. The Company and each Subsidiary has made and filed (taking into account any valid extensions) all material federal
    and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is
    subject and (unless and only to the extent that the Company or such Subsidiary has set aside on its books provisions reasonably
    adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and charges
    that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested
    in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent
    to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed
    to be due from the Company or any Subsidiary by the taxing authority of any jurisdiction, and the officers of the Company
    know of no basis for any such claim.
	 	 
	q)	Certain
    Transactions. Except for arm’s length transactions pursuant to which the Company or any Subsidiary makes payments
    in the ordinary course of business upon terms no less favorable than it could obtain from third parties, none of the officers,
    directors, or employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary
    (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing
    for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
    payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership,
    trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
    trustee or partner.
	 	 
	r)	Rights
    of First Refusal. Except as set forth on Schedule 4(r), the Company is not obligated to offer the securities offered
    hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former
    stockholders of the Company, underwriters, brokers, agents or other third parties.
	 	 
	s)	Reliance.
    The Company acknowledges that the Subscriber is relying on the representations and warranties made by the Company hereunder
    and that such representations and warranties are a material inducement to the Subscriber purchasing the Common Shares. The
    Company further acknowledges that without such representations and warranties of the Company made hereunder, the Subscribers
    would not enter into this Agreement.
	 	 
	t)	Brokers’
    Fees. The Company does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent
    with respect to the transactions contemplated by this Agreement.
	 	 
	u)	SEC
    Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the
    Company under the Securities Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the
    two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
    material).


 




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	5.	Representations
    and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:
	 	 
	a.	The Subscriber,
    its advisers, if any, and its designated representatives, if any, have the knowledge and experience in financial and business
    matters necessary to evaluate the merits and risks of its prospective investment in the Company and have carefully reviewed
    and understand the risks of, and other considerations relating to, the purchase of Common Shares, including, without limitation,
    those set forth on Exhibit A hereto, and the tax consequences of the investment, and have the ability to bear the economic
    risks of the investment.
	 	 
	b.	The Subscriber
    is acquiring the Common Shares for investment for its own account and not with the view to, or for resale in connection with,
    any distribution thereof. The Subscriber understands and acknowledges that the Common Shares have not been registered under
    the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the
    Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment
    intent as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or
    arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Common
    Shares,. The Subscriber understands and acknowledges that the offering of the Common Shares pursuant to this Agreement will
    not be registered under the Securities Act nor under the state securities laws on the ground that the sale provided for in
    this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act
    and any applicable state securities laws.
	 	 
	c.	The Subscriber
    is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange
    Commission under the Securities Act, for the reason(s) specified on the Accredited Investor Certification attached
    hereto as completed by Subscriber, and Subscriber shall submit to the Company such further assurances of such status as may
    be reasonably requested by the Company. The Subscriber resides in the jurisdiction set forth on the Subscriber’s Omnibus
    Signature Page affixed hereto.
	 	 
	d.	The Subscriber
    (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority
    in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other
    related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership,
    or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other
    entity, represents that such entity was not formed for the specific purpose of acquiring the Common Shares, such entity is
    duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of
    the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other
    organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other related
    agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Common Shares,
    the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly
    executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing
    this Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver
    this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation,
    or limited liability company or partnership, or other entity for whom the Subscriber is executing this Agreement, and such
    individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has
    full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this
    Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will
    not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber
    is a party or by which it is bound.
	 	 
	e.	The Subscriber
    understands that the Common Shares are being offered and sold to it in reliance on specific exemptions from the registration
    requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and
    accuracy of, and such Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and
    understandings of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility
    of such Subscriber to acquire such securities.
	 	 
	f.	The Subscriber
    understands that no public market now exists, and there never will be a public market for, the Common Shares, that a limited
    public market for the Company’s Common Stock exists and that there can be no assurance that an active public market
    for the Common Stock will exist or continue to exist.


 




    	8



    	 



    

 


	g.	The
    Subscriber, its advisers, if any, and its designated representatives, if any, have received and reviewed information about
    the Company, including all Disclosure Materials, and have had an opportunity to discuss the Company’s business, management
    and financial affairs with its management. The Subscriber understands that such discussions, as well as any Disclosure Material
    provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company
    believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth
    in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and
    makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company.
    Some of such information may include projections as to the future performance of the Company, which projections may not be
    realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s
    control. Additionally, the Subscriber understands and represents that it is purchasing the Common Shares notwithstanding the
    fact that the Company may disclose in the future certain material information the Subscriber has not received, including (without
    limitation) financial statements of the Company and or Content Checked for the current or prior fiscal periods, and any subsequent
    period financial statements that will be filed with the Securities and Exchange Commission, that it is not relying on any
    such information in connection with its purchase of the Common Shares and that it waives any right of action with respect
    to the nondisclosure to it prior to its purchase of the Common Shares of any such information. Each Subscriber has sought
    such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
    to its acquisition of the Common Shares.
	 	 
	h.	As
    of the Closing, all actions on the part of Subscriber, and its officers, directors and partners, if applicable, necessary
    for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement and the performance
    of all obligations of the Subscriber hereunder and thereunder shall have been taken, and this Agreement and the Registration
    Rights Agreement, assuming due execution by the parties hereto and thereto, constitute valid and legally binding obligations
    of the Subscriber, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the
    availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization,
    moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.
	 	 
	i.	Subscriber
    represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control
    with it, nor any person having a beneficial interest in it, nor any person on whose behalf the Subscriber is acting: (i) is
    a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order
    Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is
    named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control;
    (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S.
    political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing
    in the Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules
    or orders (categories (i) through (v), each a “Prohibited Subscriber”). The Subscriber agrees to
    provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to
    comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The
    Subscriber consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates
    and agents of such information about the Subscriber as the Company reasonably deems necessary or appropriate to comply with
    applicable U.S. antimony laundering, anti-terrorist and asset control laws, regulations, rules and orders. If the Subscriber
    is a financial institution that is subject to the USA Patriot Act, the Subscriber represents that it has met all of its obligations
    under the USA Patriot Act. The Subscriber acknowledges that if, following its investment in the Company, the Company reasonably
    believes that the Subscriber is a Prohibited Subscriber or is otherwise engaged in suspicious activity or refuses to promptly
    provide information that the Company requests, the Company has the right or may be obligated to prohibit additional investments,
    segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Subscriber
    to transfer the Common Shares. The Subscriber further acknowledges that the Subscriber will have no claim against the Company
    or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.


 




    	9



    	 



    

 


	 	If
    the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber
    receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the
    Subscriber represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic
    address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains
    operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority
    that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to
    any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.
	 	 
	j.	The
    Subscriber or its duly authorized representative realizes that because of the inherently speculative nature of businesses
    of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate
    from month to month and from period to period and will, generally, involve a high degree of financial and market risk that
    could result in substantial or, at times, even total losses for investors in securities of the Company.
	 	 
	k.	The
    Subscriber has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear
    the economic risk for an indefinite period of time and has no need for liquidity of the investment in the Common Shares and
    could afford complete loss of such investment.
	 	 
	l.	The
    Subscriber is not subscribing for Common Shares as a result of or subsequent to any advertisement, article, notice or other
    communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet,
    or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber
    in connection with investments in securities generally.
	 	 
	m.	The
    Subscriber acknowledges that U.S. federal or state agency or any other government or governmental agency has passed upon the
    Common Shares or made any finding or determination as to the fairness, suitability or wisdom of any investments therein.
	 	 
	n.	The
    Subscriber agrees to be bound by all of the terms and conditions of the Registration Rights Agreement and to perform all obligations
    thereby imposed upon it.
	 	 
	o.	All
    of the information that the Subscriber has heretofore furnished or which is set forth herein is correct and complete as of
    the date of this Agreement, and, if there should be any material change in such information prior to the admission of the
    undersigned to the Company, the Subscriber will immediately furnish revised or corrected information to the Company.
	 	 
	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 fiduciary or
    Plan (a) is responsible for the decision to invest in the Company; (b) is independent of the Company or any of its affiliates;
    (c) is qualified to make such investment decision; and (d) in making such decision, the Purchaser fiduciary or Plan has not
    relied primarily on any advice or recommendation of the Company or any of its affiliates.


 


	6.	Transfer
    Restrictions. The Subscriber acknowledges and agrees as follows:
	 	 
	a.	The
    Common Shares have not been registered for sale under the Securities Act, in reliance on the private offering exemption in
    Section 4(2) thereof; the Company does not currently intend to register the Common Shares under the Securities Act at any
    time in the future; and the undersigned will not immediately be entitled to the benefits of Rule 144 with respect to the Common
    Shares.


 




    	10



    	 



    

 


	b.	The
    Subscriber understands that there are substantial restrictions on the transferability of the Common Shares (sometimes referred
    to as the “Securities”) that the certificates representing the Securities shall bear a restrictive
    legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates
    or other instruments):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped, if (a) such Common Shares are sold pursuant to a registration statement under the Securities Act, or
(b) such holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of the
Securities is being made pursuant to an exemption from such registration and that the Securities, after such transfer, shall no
longer be “restricted securities” within the meaning of Rule 144.


 


	c.	Each
    Subscriber understands that prior to the Merger, the Company will be a “shell company” as defined in Rule 12b-2
    under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that upon the filing
    of a Current Report on Form 8-K reporting the consummation of the Merger and the Transactions and otherwise containing Form
    10 information discussed below, the Company will cease to be a shell company. Pursuant to Rule 144(i), securities issued by
    a current or former shell company (that is, the Securities) that otherwise meet the holding period and other requirements
    of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the Company (a) is no longer a shell
    company; and (b) has filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that
    it is no longer a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the Company is subject
    to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required
    to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter
    period that the issuer was required to file such reports and materials), other than Form 8-K reports. As a result, the
    restrictive legends on certificates for the Securities cannot be removed except in connection with an actual sale meeting
    the foregoing requirements or pursuant to an effective registration statement.
	 	 
	7.	Indemnification.
    The Subscriber agrees to indemnify and hold harmless the Company and any other broker, agent or finder engaged by the
    Company for the Offering, and their respective officers, directors, employees, agents, control persons and affiliates from
    and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to,
    any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based
    upon or arising out of the Subscriber’s actual or alleged false acknowledgment, representation or warranty, or misrepresentation
    or omission to state a material fact, or breach by the Subscriber of any covenant or agreement made by the Subscriber, contained
    herein or in any other document delivered by the Subscriber in connection with this Agreement.


 




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	8.	Revocability;
    Binding Effect. The subscription hereunder may be revoked prior to the Closing thereon, provided that written notice of
    revocation is sent and is received by the Company at least three (3) business days prior to the Closing on such subscription.
    The Subscriber hereby acknowledges and agrees that this Agreement shall survive the death or disability of the Subscriber
    and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors,
    legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber
    hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein shall be deemed
    to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal
    representatives and permitted assigns.
	 	 
	9.	Modification.
    This Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any
    such modification or waiver is sought to be enforced.
	 	 
	10.	Immaterial
    Modifications to the Registration Rights Agreement. The Company may, at any time prior to the initial Closing, amend the
    Registration Rights Agreement if necessary to clarify any provision therein, without first providing notice or obtaining prior
    consent of the Subscriber.
	 	 
	11.	Notices.
    Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed
    by certified mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to
    the Company, at the address set forth above, with a copy to Foley Shechter LLP, 65 Route 4 East, River Edge, New Jersey 07661,
    or (b) if to the Subscriber, at the address set forth on the Omnibus Signature Page hereof (or, in either case, to such other
    address as the party shall have furnished in writing in accordance with the provisions of this Section). Any notice or other
    communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing
    a party’s address which shall be deemed given at the time of receipt thereof.
	 	 
	12.	Assignability.
    This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Subscriber,
    and the transfer or assignment of the Common Shares shall be made only in accordance with all applicable laws.
	 	 
	13.	Applicable
    Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference
    to the principles thereof relating to the conflict of laws.
	 	 
	14.	Submission
    to Jurisdiction; Waiver of Trial by Jury. Each party to this Agreement (a) submits to the exclusive jurisdiction of any
    state or federal court located in New York County in the State of New York having subject matter jurisdiction in any action
    or proceeding arising out of or relating to this Agreement, (b) agrees that any dispute or controversy concerning, arising
    out of or relating to this Agreement may be heard and determined in any such court, and (c) shall not bring any action or
    proceeding concerning, arising out of or relating to this Agreement in any other court. Each party to this Agreement waives
    any defense of inconvenient forum to the maintenance of any action or proceeding so brought. Any party to this Agreement may
    make service on another party hereto by sending or delivering a copy of the process to the party to be served at the address
    and in the manner provided for the giving of notices in this Agreement. Nothing in this Section, however, shall affect the
    right of any party to serve legal process in any other manner permitted by law. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY
    WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
    IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
	 	 
	15.	Blue
    Sky Qualification. The purchase of Common Shares under this Agreement is expressly conditioned upon the exemption from
    qualification of the offer and sale of the Common Shares from applicable federal and state securities laws. The Company shall
    not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary,
    the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in
    the jurisdiction.


 




    	12



    	 



    

 


	16.	Use
    of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine,
    neuter, singular or plural as the identity of the person or persons referred to may require.
	 	 
	17.	Confidentiality.
    The Subscriber acknowledges and agrees that any information or data the Subscriber has acquired from or about the Company
    or may acquire in the future, not otherwise properly in the public domain, including, without limitation, the Disclosure Materials,
    was received in confidence. The Subscriber agrees not to divulge, communicate or disclose, except as may be required by law
    or for the performance of this Agreement, or use to the detriment of the Company or for the benefit of any other person, or
    misuse in any way, any confidential information of the Company, including any scientific, technical, trade or business secrets
    of the Company and any scientific, technical, trade or business materials that are treated by the Company as confidential
    or proprietary, including, but not limited to, internal personnel and financial information of the Company or its affiliates,
    the manner and methods of conducting the business of the Company or its affiliates and confidential information obtained by
    or given to the Company about or belonging to third parties. The Subscriber understands that the Company may rely on Subscriber’s
    agreement of confidentiality to comply with the exemptive provisions of Regulation FD under the Securities Act of 1933 as
    set forth in Rule 100(a)(b)(2)(ii) of Regulation FD. In addition, the Subscriber acknowledges that it is aware that the United
    States securities laws generally prohibit any person who is in possession of material nonpublic information about a public
    company such as the Company from purchasing or selling securities of such company.
	 	 
	18.	Anti-Dilution.
    The Common Shares shall have anti-dilution protection such that if within twenty-four (24) months after the final Closing
    of the Offering the Company shall issue Additional Shares of Common Stock (as defined below) without consideration or for
    a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price, the Subscriber
    shall be entitled to receive from the Company (for no additional consideration) additional Common Shares in an amount such
    that, when added to the number of Common Shares purchased by Subscriber under this Agreement, will equal the number of Common
    Shares that the Subscriber’s Purchase Price for the Common Shares set forth on the Subscriber’s signature page
    hereof would have purchased at the Adjusted Price (as defined below). The “Adjusted Price” shall
    be a price (calculated to the nearest cent) determined by multiplying the Adjusted Price per share in effect immediately prior
    to such issue (which, for avoidance of doubt, shall be $0.50 prior to the first such issue) by a fraction, (A) the numerator
    of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number
    of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number
    of Additional Shares of Common Stock so issued would purchase at such Adjusted Price; and (B) the denominator of which shall
    be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of such Additional
    Shares of Common Stock so issued; provided that, (i) for the purpose of this Section, all shares of Common Stock issuable
    upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding,
    and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding convertible
    securities shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion
    or exchange rate of such convertible securities resulting from the issuance of Additional Shares of Common Stock that is the
    subject of this calculation.
	 	 
	 	“Additional
    Common Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the first Closing
    of the Offering (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible
    securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares of Common Stock issued
    or issuable upon conversion or exchange of any convertible securities or exercise of any options or warrants outstanding as
    of immediately following the Merger and the first Closing; (ii) shares of Common Stock issued or issuable by reason of a dividend,
    stock split, split-up or other distribution on shares of Common Stock relating to any recapitalization, reclassification or
    reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation,
    or the sale of all or substantially all of its assets or other transaction effected in such a way that there is no change
    of control of the Company; (iii) shares of Common Stock (or options with respect thereto) issued or issuable to employees
    or directors of, or consultants to, the Company or any of its Subsidiaries pursuant to a plan, agreement or arrangement approved
    by the Board of Directors of the Company, including but not limited to, any of the Company’s equity incentive plans;
    (iv) shares of Common Stock issued or issuable pursuant to the acquisition of another entity or business by the Company by
    merger, purchase of substantially all of the assets or other reorganization or pursuant to a joint venture agreement, but
    not including a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to
    an entity whose primary business is investing in securities; and (v) securities issued to financial institutions, institutional
    investors or lessors in connection with credit arrangements, equipment financings, lease arrangements or similar transactions,
    in each case approved by a majority of disinterested directors of the Company, and in the aggregate not exceeding ten percent
    (10%) of number of shares of Common Stock outstanding at any time.


 




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	19.	Miscellaneous
	 	 
	a.	This
    Agreement, together with the Registration Rights Agreement, constitute the entire agreement between the Subscriber and the
    Company with respect to the Offering and supersede all prior oral or written agreements and understandings, if any, relating
    to the subject matter hereof. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
    granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.
	 	 
	b.	The
    representations and warranties of the Company and the Subscriber made in this Agreement shall survive the execution and delivery
    hereof and delivery of the Common Shares for a period of twelve (12) months following the Closing Date.
	 	 
	c.	Each
    of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or
    others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the
    transactions contemplated hereby are consummated.
	 	 
	d.	This
    Agreement may be executed in one or more original or facsimile counterparts, each of which shall be deemed an original, but
    all of which shall together constitute one and the same instrument and which shall be enforceable against the parties actually
    executing such counterparts. The exchange of copies of this Agreement and of signature pages by facsimile transmission or
    in .pdf format shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu
    of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or in pdf format shall be deemed
    to be their original signatures for all purposes.
	 	 
	e.	Each
    provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined
    to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the
    remaining portions of this Agreement.
	 	 
	f.	Paragraph
    titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the
    text.
	 	 
	g.	The
    Subscriber understands and acknowledges that there may be multiple Closings for the Offering.
	 	 
	h.	The
    Subscriber hereby agrees to furnish the Company such other information as the Company may request prior to the Closing with
    respect to its subscription hereunder.
	 	 
	20.	Omnibus
    Signature Page. This Agreement is intended to be read and construed in conjunction with the Registration Rights Agreement
    and the Escrow Agreement. Accordingly, pursuant to the terms and conditions of this Agreement and the Registration Rights
    Agreement, it is hereby agreed that the execution by the Subscriber of this Agreement, in the place set forth on the Omnibus
    Signature Page below, shall constitute agreement to be bound by the terms and conditions hereof and the terms and conditions
    of the Registration Rights Agreement, with the same effect as if each of such separate but related agreement were separately
    signed.


 




    	14



    	 



    

 


	21.	Public
    Disclosure. Neither the Subscriber nor any officer, manager, director, member, partner, stockholder, employee, affiliate,
    affiliated person or entity of the Subscriber shall make or issue any press releases or otherwise make any public statements
    or make any disclosures to any third person or entity with respect to the transactions contemplated herein and will not make
    or issue any press releases or otherwise make any public statements of any nature whatsoever with respect to the Company without
    the Company’s express prior approval. The Company has the right to withhold such approval in its sole discretion.
	 	 
	22.	Potential
    Conflicts. FS may now or hereafter own shares of the Company. FS, is counsel to Content Checked and has represented Content
    Checked in the proposed transaction, for which it will receive legal fees in accordance with an executed retainer agreement.
    FS may become counsel to the Company and represent the Company in the proposed transaction, for which it will receive legal
    fees in accordance with a separate executed retainer agreement.


 


[Signature
Page Follows]


 




    	15



    	 



    

 


CONTENT
CHECKED HOLDINGS, INC.


 


IN
WITNESS WHEREOF, the Company has duly executed this Subscription Agreement as of the _____________ ___, 2015.


 


	 	CONTENT
    CHECKED HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Kristian
    Finstad
	 	Name:	Kristian Finstad
	 	Title:	Chief Executive
    Officer


 




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How
to subscribe for Common Shares in the private offering of


Content
Checked Holdings, Inc.:


 


	1.	Date
    and Fill in the number of Common Shares being purchased and complete and sign the Omnibus Signature Page.
	 	 
	2.	Initial
    the Investor Certification in the appropriate place or places.
	 	 
	3.	Complete
    and sign the Investor Profile.
	 	 
	4.	Complete
    and sign the Anti-Money Laundering Information Form.
	 	 
	5.	Fax
    or email all forms and then send all signed original documents to:


 


Foley
Shechter LLP


65
Route 4 East


River
Edge, New Jersey 07661


Facsimile
Number: (917) 688-4092


Telephone
Number: (917) 688-4099


Attn:
Jonathan R. Shechter


Email
Address: info@foleyshechter.com


 


	6.	If
    you are paying the Purchase Price by check, a certified or other bank check for the exact dollar amount of the Purchase
    Price for the number of Common Shares you are purchasing should be made payable to the order of “Foley & Schechter
    LLP, as Escrow Agent for Content Checked Holdings, Inc.” and should be sent directly to Foley Shechter LLP, 65 Route
    4 East, River Edge, New Jersey 07661, Attention: Jonathan Shechter.
	 	 
	7.	If
    you are paying the Purchase Price by wire transfer, you should send a wire transfer for the exact dollar amount of
    the Purchase Price for the number of Common Shares you are purchasing according to the following instructions:


 


	BANK:	Citibank,
    N.A.
	 	1345
    Avenue of the Americas
	 	New
    York, NY 10105
	ACCOUNT
    TITLE:	Foley
    Shechter LLP Attorney Escrow
	ACCOUNT
    NUMBER:	___________
	ROUTING
    NUMBER:	___________
	SWIFT
    CODE:	 CITIUS33
	Reference:	“VSTT
    - PPO; [insert Subscriber’s name]”
	 	 
	Foley Shechter
LLP Accounting Contact: Jonathan Shechter; telephone: (917) 688-4099; email: js@foleyshechter.com.


 


Thank you
for your interest,


 


Content
Checked Holdings, Inc.


 




    	17



    	 



    

 


CONTENT
CHECKED HOLDINGS, INC. (f/k/a VESTA INTERNATIONAL CORP.)


 


OMNIBUS
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT AND


REGISTRATION
RIGHTS AGREEMENT


 


The
undersigned, desiring to: (i) enter into the Subscription Agreement, dated as of April 17, 2015 (the “Subscription Agreement”),
between the undersigned, Content Checked Holdings, Inc. (f/k/a Vesta International Corp.), a Nevada corporation (the “Company”),
and the other parties thereto, in or substantially in the form furnished to the undersigned, (ii) enter into the Registration
Rights Agreement (the “Registration Rights Agreement”), among the undersigned, the Company and the other parties thereto,
in or substantially in the form furnished to the undersigned, and (iii) purchase the Common Shares of the Company’s securities
as set forth in the Subscription Agreement and below, hereby agrees to purchase such Common Shares from the Company and further
agrees to join the Subscription Agreement and the Registration Rights Agreement as a party thereto, with all the rights and privileges
appertaining thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges
having read the representations section in the Subscription Agreement entitled “Representations and Warranties of the Subscriber”
and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Subscriber.


 


IN
WITNESS WHEREOF, the Subscriber hereby executes this Subscription Agreement and the Registration Rights Agreement.


 


Dated:
___________________ ____, 201__


 


		X	$0.50
    	=	$
    
	Number of Common
    Shares	 	Purchase Price
    per Unit	 	Total Purchase
    Price


 


	SUBSCRIBER
    (individual)	 	SUBSCRIBER
    (entity)
	 	 	 
	Signature	 	Name
    of Entity
	 	 	 
	Print Name	 	Signature
	 	 	 
	 	 	Print
    Name:	 
	Signature (if
    Joint Tenants or Tenants in Common)	 	Title:	 
	 	 	 
	Address of Principal
    Residence:	 	Address
    of Executive Offices:
	 	 	 
	 	 	 


 


	Social
    Security Number(s):	 	IRS
    Tax Identification Number:
	 	 	 
	Telephone
    Number:		 	Telephone
    Number:	
	Facsimile Number:		 	Facsimile Number:	
	E-mail Address:		 	E-mail Address:	


 


1 Will
reflect the Closing Date. Not to be completed by Subscriber.


 




    	18



    	 



    

 


CONTENT
CHECKED HOLDINGS, INC.


 


ACCREDITED
INVESTOR CERTIFICATION


 


For
Individual Investors Only


(all
Individual Investors must INITIAL where appropriate):


 


	Initial
    _______	I
    have a net worth of at least US$1 million either individually or through aggregating my individual holdings and those in which
    I have a joint, community property or other similar shared ownership interest with my spouse. (For purposes of calculating
    your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness
    secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase
    of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the
    time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of
    the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness
    that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time
    of your purchase of the securities shall be included as a liability.)
	 	 
	Initial
    _______	I
    have had an annual gross income for the past two years of at least US$200,000 (or US$300,000 jointly with my spouse) and expect
    my income (or joint income, as appropriate) to reach the same level in the current year.
	 	 
	Initial
    _______	I
    am a director or executive officer of Content Checked Holdings, Inc.


 


For
Non-Individual Investors (Entities)


(all
Non-Individual Investors must INITIAL where appropriate):


 


	Initial
    _______	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by
    persons who meet at least one of the criteria for Individual Investors set forth above.
	 	 
	Initial
    _______	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets
    of at least US$5 million and was not formed for the purpose of investing the Company.
	 	 
	Initial
    _______	The
    investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in
    ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor.
	 	 
	Initial
    _______	The
    investor certifies that it is an employee benefit plan whose total assets exceed US$5,000,000 as of the date of this Agreement.
	 	 
	Initial
    _______	The
    undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons
    who meet at least one of the criteria for Individual Investors.
	 	 
	Initial
    _______	The
    investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its
    individual or fiduciary capacity.
	 	 
	Initial
    _______	The
    undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.


 




    	19



    	 



    

 


	Initial
    _______	The
    investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets
    exceeding US$5,000,000 and not formed for the specific purpose of investing in the Company.
	 	 
	Initial
    _______	The
    investor certifies that it is a trust with total assets of at least US$5,000,000, not formed for the specific purpose of investing
    in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters
    that such person is capable of evaluating the merits and risks of the prospective investment.
	 	 
	Initial
    _______	The
    investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or
    instrumentality thereof, for the benefit of its employees, and which has total assets in excess of US$5,000,000.
	 	 
	Initial
    _______	The
    investor certifies that it is an insurance company as defined in §2(13) of the Securities Act of 1933, or a registered
    investment company.


 




    	20



    	 



    

 


CONTENT
CHECKED HOLDINGS, INC.


 


Investor
Profile


(Must
be completed by Investor)


 


Section
A - Personal Investor Information


 


	Investor
    Name(s):	 


 


	Individual
    executing Profile or Trustee:	 


 


	Social
    Security Numbers / Federal I.D. Number:	 


 


	Date of Birth:	 	 	Marital Status:	 
	Joint Party Date
    of Birth:	 	 	Investment
    Experience (Years):	 
	Annual Income:	 	 	Liquid
    Net Worth:	 
	Net Worth*:	 	 	 	 
	 	 	 	 	 	 	 


 


	Tax
    Bracket:	_____
    15% or below	 	_____
    25% - 27.5%	 	_____
    Over 27.5%


 


	Home
    Street Address:	 


 


	Home
    City, State & Zip Code:	 


 


	Home
    Phone:	 ________________________	Home
Fax:	 __________________	Home
Email:	 _____________


 


	Employer:	 


 


	Employer
    Street Address:	 


 


	Employer
    City, State & Zip Code:	 


 


	Bus.
    Phone:	 	 Bus.
Fax:	 	 Bus.
Email:	 


 


	Type
    of Business:	 


 


	Outside
    Broker/Dealer:	 


 


Section
B - Certificate Delivery Instructions


 


____ Please
deliver certificate to the Employer Address listed in Section A.


____ Please
deliver certificate to the Home Address listed in Section A.


____ Please
deliver certificate to the following address: ________________________________________


 




    	21



    	 



    

 


Section
C - Form of Payment - Check or Wire Transfer


 


____
Check payable to Foley Shechter LLP, as Escrow Agent for Content Checked Holdings, Inc. Wire funds from my outside account
according to Section 1(a) of the Securities Purchase Agreement.


 


____
The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.


 


Please
check if you are a FINRA member or affiliate of a FINRA member firm: ____


 


	 	 	 
	Investor Signature	 	Date


 


	*	For
    purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset;
    (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the
    time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness
    outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other
    than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability);
    and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary
    residence at the time of your purchase of the securities shall be included as a liability.


 




    	22



    	 



    

 


ANTI
MONEY LAUNDERING REQUIREMENTS


 


The
USA PATRIOT Act


 


The
USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money
laundering requirements on brokerage firms and financial institutions. Since April 24, 2002 all brokerage firms have been required
to have new, comprehensive anti-money laundering programs.


 


To
help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement
the USA PATRIOT Act.


 


What
is money laundering?


 


Money
laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities.
Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery,
fraud, racketeering, and terrorism.


 


How
big is the problem and why is it important?


 


The
use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets.
According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion
a year.


 


What
are we required to do to eliminate money laundering?


 


Under
rules required by the USA PATRIOT Act, our anti-money laundering program must designate a special compliance officer, set up employee
training, conduct independent audits, and establish policies and procedures to detect and report suspicious transaction and ensure
compliance with such laws. As part of our required program, we may ask you to provide various identification documents or other
information. Until you provide the information or documents we need, we may not be able to effect any transactions for you.


 




    	23



    	 



    

 


ANTI-MONEY
LAUNDERING INFORMATION FORM


 


The
following is required in accordance with the AML provision of the USA PATRIOT ACT.


(Please
fill out and return with requested documentation.)


 


	INVESTOR
    NAME:	 	 
	 	 	 
	LEGAL
    ADDRESS:	 	 
	 	 	 
	 	 	 
	 	 	 
	SSN#
    or TAX ID#	 	 
	OF
    INVESTOR:	 	 
	 	 	 
	YEARLY
    INCOME:	 	 
	 	 	 
	NET
    WORTH:	 	*


 


*
For purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset;
(b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time
of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result
of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness
that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of
your purchase of the securities shall be included as a liability.


 


	INVESTMENT
    OBJECTIVE(S):	 ______________________________________________________________________


 


	ADDRESS
    OF BUSINESS OR OF EMPLOYER:	
     _________________________________________________________
	 	 
	 	
     _________________________________________________________


 


	FOR
    INVESTORS WHO ARE INDIVIDUALS: AGE: 	 ______________________________________________________


 


	FOR
    INVESTORS WHO ARE INDIVIDUALS: OCCUPATION: 	 _____________________________________________


 


	FOR
    INVESTORS WHO ARE ENTITIES: TYPE OF BUSINESS:	 _____________________________________________


 


IDENTIFICATION
& DOCUMENTATION AND SOURCE OF FUNDS:


 


	1.	Please
    submit a copy of non-expired identification for the authorized signatory(ies) on the investment documents, showing name, date
    of birth, address and signature. The address shown on the identification document MUST match the Investor’s address
    shown on the Investor Signature Page.


 


	Current
    Driver’s License	or	Valid
    Passport	or	Identity
    Card


 


(Circle
one or more)


 


	2.	If
    the Investor is a corporation, limited liability company, trust or other type of entity, please submit the following requisite
    documents: (i) Articles of Incorporation, By-Laws, Certificate of Formation, Operating Agreement, Trust or other similar documents
    for the type of entity; and (ii) Corporate Resolution or power of attorney or other similar document granting authority to
    signatory(ies) and designating that they are permitted to make the proposed investment.


 




    	24



    	 



    

 


	3.	Please
    advise where the funds were derived from to make the proposed investment:


 


	Investments	Savings	Proceeds
    of Sale	Other
    ____________


 


(Circle
one or more)


 


	Signature:	 	 
	 	 	 
	Print Name:	 	 
	 	 	 
	Title (if applicable):	 	 
	 	 	 
	Date:	 	 


 




    	25



    	 



    

 


EXHIBIT
A


 


Risk
Factors


 


[see
attached]


 




    	26



    	 



    

 


EXHIBIT
B


 


Registration
Rights Agreement


 


[see
attached]


 




    	27