Exhibit 10.11


 





COMMON STOCK SUBSCRIPTION AGREEMENT


PANTHER BIOTECHNOLOGY, INC.


 


Panther Biotechnology,
Inc., a Nevada corporation (the “Company”), is offering for purchase to a limited number of qualified
investors up to an aggregate of $750,000.00 (the “Maximum Amount”) in shares of common stock of the Company
(the “Shares” or the “Securities”) (the “Offering”)
for $0.15 per Share. The Shares are being offered on a “best efforts, no minimum” basis to a limited
number of accredited investors and non-“U.S. Persons”. The Offering is made in reliance upon an exemption
from registration under the federal securities laws provided by Rule 506(b) of Regulation D and Regulation S of the Securities
Act of 1933, as amended. The minimum investment is $25,000.00, although the Company may, in its discretion, accept subscriptions
for a lesser amount. The Company reserves the right to reject orders for the purchase of Shares in whole or in part, and if a subscription
is rejected the subscriber’s funds will be returned without interest the next business day after rejection. There is no minimum
amount required for an initial closing, and all proceeds will be available for immediate use by the Company. Additionally, the
Company, in its sole discretion, may waive or increase the Maximum Amount, without notice to prospective investors or subscribers
in the Offering.


 


INSTRUCTIONS TO INVESTORS


 


Persons wishing to
subscribe for Shares in the Company must perform the following:


 


		1.	Thoroughly read and review (a) the Common Stock Subscription Agreement attached hereto; and (b)
the Information for Residents of Certain States, attached hereto as Exhibit A.



 


		2.	Complete page 2, being certain to indicate, your name, entity type, the number of Shares you will
purchase and the total purchase price.



 


		3.	Complete and execute pages 14 to 18 (as applicable), and 19 to 26, as applicable. These pages must
be fully completed as applicable and signed.



 


		4.	Wire funds to the Company:



 


Wells Fargo Bank, N.A.


420 Montgomery


San Francisco, CA 94104


ABA# 121000248


For the Account of: Panther Biotechnology,
Inc.


888 Prospect Street, Suite #200,
La Jolla, CA 92037


Account # 6694628568


 


Or mail funds to the Company at
the following address:


 


Panther Biotechnology,
Inc.


Attn: Evan
Levine


888 Prospect
Street, Suite #200, La Jolla, CA 92037


 


		5.	FedEx original signature pages to:



 


Panther Biotechnology,
Inc.


Attn: Evan
Levine


888 Prospect
Street, Suite #200, La Jolla, CA 92037


 


Note to Partnership, Corporate and Trust
Subscribers:


 


		—	Partnerships provide a copy of the partnership agreement, as amended to date, showing
the date of formation and giving evidence of the authority of the person(s) signing the subscription documentation to do so.



		—	Corporations provide a copy and the filing date of the articles of incorporation
and bylaws, as amended to date, and a corporate resolution authorizing the purchase of the Shares and giving authority to the person(s)
signing the subscription documents to do so.



		—	Limited Liability Companies provide a copy and the filing date of the articles of
organization and operating agreement, as amended to date, and a resolution authorizing the purchase of the Shares and giving authority
to the person(s) signing the subscription documents to do so.



		—	Trusts provide a copy of the trust agreement as amended to date, showing the date
of formation and giving evidence of the authority of the person(s) signing the subscription documentation to do so.



 


 






    	 	 	 



     

    

 


 


 


COMMON STOCK SUBSCRIPTION AGREEMENT


IN


PANTHER BIOTECHNOLOGY, INC.


 


Panther Biotechnology, Inc.


Attn: Evan Levine


888 Prospect Street


Suite #200


La Jolla, CA 92037


 


A.    Subscription.
This Agreement has been executed by _______________________, a/an __________________, residing and/or having a principal
place of business in ____________________ (“Purchaser”, or “Subscriber”)
in connection with the subscription to purchase ____________ shares of the common stock (the “Common
Stock”, the “Shares” or the “Securities”) of Panther
Biotechnology, Inc., a Nevada corporation (the “Company”). This Common Stock Subscription Agreement
is referred to herein as the “Agreement”. The sale of the Shares is part of an offering of an
aggregate of $750,000.00 (the “Maximum Amount”), in Shares to multiple investors, as part of a
“best efforts, no minimum” offering, defined herein as the “Offering”) by
the Company. The minimum investment is $25,000.00, although the Company may, in its discretion, accept subscriptions for
a lesser amount. The Company reserves the right to reject orders for the purchase of Shares in whole or in part, and if a
subscription is rejected the subscriber’s funds will be returned without interest the next business day after
rejection. There is no amount required for an initial closing, and all proceeds will be available for immediate use by the
Company. The Shares shall be purchased for a $0.15 per Share (the “Purchase Price”). The Company,
in its sole discretion, may waive or increase the Maximum Amount, without notice to prospective investors or subscribers in
the Offering.


 


When the context in which words are used
in this Agreement indicates that such is the intent, singular words shall include the plural, and vice versa, and masculine words
shall include the feminine and neuter genders, and vice versa. Any reference to a person shall include an individual, trust, estate,
or any incorporated or unincorporated organization, including general or limited partnerships, limited liability companies, corporations,
joint ventures and cooperatives, and all heirs, executors, administrators, legal representatives, successors and assigns of such
person where permitted or required by the context. Captions are inserted for convenience only, are not a part of this Agreement,
and shall not be used in the interpretation of this Agreement.


 


B.        Acceptance
of Subscription. It is understood and agreed that the Company shall have the right to accept or reject this subscription (the
“Subscription”), in whole or in part, and that the same shall be deemed to be accepted by the Company
only when it is signed by the Company.


 


C.        Representations
and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows:


 


 


 






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i)        Subscriber
has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks
of an investment in the Company and the suitability of the Securities as an investment for Subscriber;


 


ii)


 


(1)       Subscriber is an
Accredited Investor; “Accredited Investor” means:


 


(A) an individual
who has a net worth (either individually or jointly with spouse) in excess of $1,000,000 (excluding the individual’s principal
residence); or an individual who had an individual income (NOT including joint income with spouse) in excess of $200,000 in each
of the two most recent tax years and reasonably expects individual income in excess of $200,000 during the current tax year; or
an individual who had an income (including joint income with spouse) in excess of $300,000 in each of the two most recent tax years
and reasonably expects individual income in excess of $300,000 during the current tax year. “Income”
for this purpose is computed by adding the following items to adjusted gross income for federal income tax purposes: (a) the amount
of any tax-exempt interest income received; (b) the amount of losses claimed as a limited partner in a limited partnership; (c)
any deduction claimed for depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement
plan; and (f) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant
to the provisions of Section 1202 of the Code; or


 


(B) an entity which is one
of the following, not formed solely for the purpose of subscribing for the Securities:


 


		(a)	A bank, as defined in Section 3(a)(2) of the Securities
Act of 1933, as amended (the “Act,” the “Securities Act” or the “1933
Act”) or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities
Act of 1933, whether acting in an individual or a fiduciary capacity;





 


		(b)	An insurance company, as defined in Section 2(13) of the
Securities Act of 1933;





 


		(c)	An investment company registered under the Investment Company
Act of 1940;





 


		(d)	A business development company, as defined in Section 2(a)
(48) of the Investment Company Act of 1940;





 


		(e)	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;





 


 


 


 


 






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		(f)	An employee benefit plan within the meaning of Title I
of the Employee Retirement Income Security Act of 1974 and the investment is made by Subscriber as a plan fiduciary, as defined
in Section 3(21) of such Act, and Subscriber is a bank, insurance company or a registered investment advisor, or has total assets
in excess of $5 million;





 


		(g)	A private business development company as defined in Section
202(a) (22) of the Investment Advisers Act of 1940;





 


		(h)	An organization described in Section 501 (c)(3) of the
Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific
purpose of acquiring Securities, with total assets in excess of $5 million;





 


		(i)	An irrevocable trust with total assets in excess of $5,000,000
not formed for the specific purpose of acquiring Securities, whose purchase is directed by a person with such knowledge and experience
in financial and business matters that (s)he is capable of evaluating the merits and risks of the prospective investment;





 


		(j)	A revocable trust that is revocable by its grantors, each
of whose grantors is an accredited investor, qualifies as an accredited investor for the purposes of the subscription (each grantor
should complete the individual accredited information questionnaire, and describe the fact that they are grantors of the trust
on such individual questionnaire below); or





 


		(k)	An entity in which all of the equity owners are Accredited
Investors; or





 


(2) a non “U.S. person”
as such term is defined under Regulation S as promulgated by the Securities and Exchange Commission (“SEC”)
under authority of the Securities Act; resides outside of the United States; was not solicited for an investment in this Offering
by the Company or any person or entity acting on its behalf while he, she or it, was located within the United States; has not
entered into this Agreement inside the United States; and certifies under penalty of perjury that it is neither a citizen nor a
resident of the United States and the following definitions and acknowledgements are applicable to the current purchase.


 


(A) A “U.S.
person” is defined by Regulation S of the Securities Act as:


 


		•	Any natural person resident in the United States;



 


		•	Any partnership or corporation organized or incorporated under the laws of the United States;



 


		•	Any estate of which any executor or administrator is a U.S. person;



 


 


 


 


 






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		•	Any trust of which any trustee is a U.S. person;



 


		•	Any agency or branch of a foreign entity located in the United States;



 


		•	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer
or other fiduciary for the benefit or account of a U.S. person;



 


		•	Any discretionary account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated, or (if an individual) resident in the United States; and



 


		•	Any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction;
and formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts;



 


(B) At the time the
buy order for the Securities was originated, Subscriber was outside the United States;


 


(C) Subscriber is purchasing
the Securities for his, her or its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with
a purchaser in the United States;


 


(D) All offering documents
received by the Subscriber include statements to the affect that the securities have not been registered under the 1933 Act and
may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the 1933 Act or an
exemption from the registration requirement is available;


 


(E) Subscriber has
been informed that the Securities will not be registered in the United States under the 1933 Act, and are being offered and sold
pursuant to this Agreement in reliance on an exemption from the registration requirements of the 1933 Act for non-public offerings;


 


(F) The “United
States” means the United States of America, its territories and possessions, any State of the United States, and
the District of Columbia; and


 


(G) The Subscriber
will comply with all of the requirements of Regulation S of the 1933 Act.


 


iii)        The
Subscriber is acquiring the Securities for his, her or its own account for long-term investment and not with a view toward resale,
fractionalization or division, or distribution thereof, and he, she or it does not presently have any reason to anticipate any
change in his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require
his, her or its sale or distribution of the Securities. No one other than the Subscriber has any beneficial interest in said securities.
No person has made to the Subscriber any written or oral representations: (x) that any person will resell or repurchase any of
the Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as to the future price or value
of any of the Securities;


 


 


 


 






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iv)       Subscriber
has received no representations or warranties from the Company, or its affiliates, employees or agents regarding the Securities
or suitability of an investment in the Securities or the Company other than those set forth herein and attached hereto;


 


v)        Subscriber
is able to bear the economic risk of the investment in the Securities and Subscriber has sufficient net worth to sustain a loss
of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur;


 


vi)        Subscriber
has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges
that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for
inspection by Subscriber and Subscriber’s attorney, accountant or another adviser(s);


 


vii)        Subscriber
has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on
behalf of the Company, concerning the terms and conditions of this investment and the Offering and the Securities, and all such
questions have been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber any information for
investment purposes other than as contained in this Agreement and the attachments hereto, and Subscriber is relying on its own
investigation and evaluation of the Company and the Securities in making an investment hereunder and not on any other information
whatsoever, including, but not limited to, any presentations or other materials, other than this Agreement, provided to the Subscriber
by the Company;


 


viii)        The
Subscriber recognizes that the investment herein is a speculative venture and that the total amount of funds tendered to purchase
Securities is placed at the risk of the business and may be completely lost. The purchase of Securities as an investment involves
special risks;


 


ix)        The
Subscriber: (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full authority, legal capacity
and competence to enter into, execute and deliver this Agreement and all other related agreements or certificates and to take all
actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof, or (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 Shares and such entity is duly organized,
validly existing and in good standing under the laws of the state of its organization. Subscriber is a bona fide resident and domiciliary
of the state set forth in the Investor Application (the “Qualification Questionnaire”) and has no present
intention to become a resident of any other state or jurisdiction;


 


 


 


 


 


 






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x)       Subscriber
acknowledges and is aware of the following:


 


(1)       There
are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company
have no right to require that the Securities be registered under the 1933 Act; there may not be any public market for the Securities;
Subscriber may not be able to use the provisions of Rule 144 of the 1933 Act with respect to the resale of the Securities; and
accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s
investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless
such sale is exempt from registration under the 1933 Act. Subscriber also acknowledges that Subscriber shall be responsible for
compliance with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred
by the Company for legal or accounting services in connection with reviewing a proposed transfer;


 


(2)       No
federal or state agency has made any finding or determination as to the fairness of the Offering of the Securities for investment
or any recommendation or endorsement of the Securities;


 


(3)        The
Securities have not been approved or registered under any Blue Sky law or with any State Securities Division, and as such, there
may be restrictions on the sale or transfer of such Securities under State law; and


 


(4)        The
purchase of Securities under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the
offer and sale of the Securities from applicable Federal, state and provincial 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; provided,
however, that upon any such rescission, the Company shall promptly return to Subscriber all funds received by the Company from
the Subscriber prior to such rescission.


 


xi)        The
Subscriber has carefully considered and has, to the extent he, she or it believes such discussion is necessary, discussed with
his, her or its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for his, her
or its particular tax and financial situation and that the Subscriber and his, her or its advisers, if such advisors were deemed
necessary, have determined that the Securities are a suitable investment for him, her or it;


 


xii)        The
Subscriber has not become aware of this Offering and has not been offered Securities by any form of general solicitation or advertising,
including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine,
or other similar media or television or radio broadcast or any seminar or meeting where, to the Subscriber’s knowledge, those
individuals that have attended have been invited by any such or similar means of general solicitation or advertising;


 


 


 


 


 


 


 


 






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xiii)        The
Subscriber realizes that the Securities cannot readily be sold and will be restricted securities and therefore the Securities must
not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial
difficulties and the Subscriber can provide for current needs and possible personal contingencies;


 


xiv)        The
Subscriber confirms and represents that he, she or it is able (i) to bear the economic risk of his, her or its investment, (ii)
to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of his, her or its investment. The
Subscriber also represents that he, she or it has (i) adequate means of providing for his, her or its current needs and possible
personal contingencies, and (ii) has no need for liquidity in this particular investment;


 


xv)       The
Subscriber understands that the Securities are being offered and sold to he, she, or it in reliance on specific exemptions from
or non-application of the registration requirements of federal and state securities laws and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth
herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities.
All information which the Subscriber has provided to the Company concerning the Subscriber’s financial position and knowledge
of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in
such information prior to acceptance of this Agreement by the Company, the Subscriber will immediately provide the Company with
such information;


 


xvi)       The
Subscriber has the requisite power and authority to enter into and perform the transactions contemplated by this Agreement and
the purchase of the Securities. The execution, delivery and performance of this Agreement by the Subscriber and the consummation
by it of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or other entity
action, and no further consent or authorization of the Subscriber or its Board of Directors, managers, stockholders, members, trustees,
holders or partners, as the case may be, as required. When executed and delivered by the Subscriber, this Agreement shall constitute
a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms;


 


xvii)       The
Subscriber has not agreed to act with any of the other investors for the purpose of acquiring, holding, voting or disposing of
the Securities purchased hereunder for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended, and the
Subscriber is acting independently with respect to its investment in the Securities;


 


xviii)       The
Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and
Qualification Questionnaire, which Qualification Questionnaire Subscriber has completed completely and honestly;


 


 


 


 


 






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xix)       The
Subscriber confirms and certifies that:


 


		(a)	Subscriber is in receipt of and has carefully and thoroughly read and reviewed and understands
the Information for Residents of Certain States, attached hereto as Exhibit A.



 


		(b)	Prior to the Subscriber’s entry into this Agreement, Subscriber has had an opportunity to
review the Company’s reports, schedules, forms, statements and other documents filed by the Company with the United States
Securities and Exchange Commission (the “SEC Reports”) (which filings can be accessed by going to http://www.sec.gov/edgar/searchedgar/companysearch.html,
typing “ Biotechnology” in the “Company name” field, and clicking the “Search”
button), including, but not limited to (A) the Form 10-K for the year ended May 31, 2016 (the “Annual Report”);
(B) the Form 10-Qs for any and all quarters following the Annual Report filed with the Securities and Exchange Commission after
May 31, 2016, and prior to the Subscriber’s execution of this Agreement (if any); and (C) the Form 8-Ks filed with the Securities
and Exchange Commission on September 2, 2016 and September 22, 2016 and any other Form 8-Ks (or Form 8-K/As) filed with the Securities
and Exchange Commission after September 22, 2016, and prior to the Subscriber’s execution of this Agreement.



 


		(c)	The Subscriber is aware of and understands the risks regarding the Company’s announced planned
business combination transaction with Brown Technical Media Corporation, including, but not limited to the fact that such transaction
may be delayed, may not close at all, may close on less favorable terms than announced, may require the Company to assume significant
liabilities and/or incur significant costs and expenses, may result in a change of control of the Company, and that even if such
transaction closes, such transaction may not be beneficial or accretive to the Company.



 


		(d)	The Subscription hereunder is irrevocable by Subscriber, and, except as required by law, Subscriber
is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription
Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and
permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and
the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon
each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns.



 


 


 


 


 


 






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		(e)	No federal or state agency has made any findings or determination as to the fairness of the terms
of this Offering for investment purposes; or any recommendations or endorsements of the Securities.



 


		(f)	The Offering is intended to be exempt from registration under the Securities Act by virtue of Section
4(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D and/or Regulation S thereunder, which is in part dependent
upon the truth, completeness and accuracy of the statements made by the Subscriber herein.



 


		(g)	It is understood that in order not to jeopardize the Offering’s exempt status under Section
4(2) of the Securities Act and Regulation D or Regulation S, any transferee may, at a minimum, be required to fulfill the investor
suitability requirements thereunder.



 


		(h)	The Company will not pay any brokers, dealers or finders fees in connection with the Offering.



 


		(i)	Subscriber, as required by the Internal Revenue Code, certifies under penalty of perjury that 1)
the Social Security Number or Federal Identification Number provided below is correct and 2) Subscriber is not subject to backup
withholding either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure
to report interest or dividends, or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject
to backup withholding.



 


		(j)	IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON HIS, HER, OR ITS OWN EXAMINATION OF THE
COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



 


		(k)	THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN
WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE
QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION.



 


xx)       The
Subscriber confirms and acknowledges that this is a “best efforts, no minimum” Offering; that the Company
need not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will
not return any of the undersigned’s investment herein assuming the Subscription is accepted by the Company; and the Company
is not required to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. The
Subscriber further confirms that the Company may undertake additional offerings in the future and/or may issue shares to consultants
or employees at offering prices below that of the Offering, which may cause dilution to the Subscriber; and


 


 


 


 


 


 






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xxi)       The
Subscriber expressly represents and warrants to the Company that (a) before executing this Agreement, he, she or it has fully informed
itself, himself or herself of the terms, contents, conditions and effects of this Agreement, and the Shares; (b) the Subscriber
has relied solely and completely upon its own judgment in executing this Agreement; (c) the Subscriber has had the opportunity
to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; and (d) the Subscriber
has acted voluntarily and of its, his or her own free will in executing this Agreement.


 


D.       Indemnification.
Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties in
paragraph C hereof, and Subscriber hereby agrees to indemnify and hold harmless the Company and its affiliates, partners, officers,
directors, agents, attorneys, and employees from and against any and all loss, damage or liability due to or arising out of a breach
of any such representations or warranties and the breach of any representations and warranties whatsoever made herein. Notwithstanding
the foregoing, however, no representation, warranty, acknowledgment or agreement made herein by Subscriber shall in any manner
be deemed to constitute a waiver of any rights granted to Subscriber under federal or state securities laws. The representations
and warranties set forth herein shall survive the date upon which the Subscriber becomes a shareholder of the Company and/or the
date of this Agreement in the event the Company does not accept the Subscriber’s subscription. No representation, warranty
or covenant in this Agreement, nor the Qualification Questionnaire, contains any untrue statement of a material fact, or omits
to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were
or are to be made, not misleading.


 


E.       Compliance
with Securities Laws. Subscriber understands and agrees that a legend has been or will be placed on any certificate(s) or other
document(s) evidencing the Securities in substantially the following form:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH
AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.


 


 


 


 


 


 


 


 


 






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F.       Future
Financings and Offerings. Subscriber recognizes that the Company may seek to raise additional financing and working capital
through a variety of sources in the future, and that although the Company may undertake one or more public or private offerings
of its debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful.
Moreover, Subscriber understands and agrees that the Company reserves the right to make future offers, either public or private,
of securities, including, but not limited to, promissory notes, shares of common stock, preferred stock or warrants, on terms that
may be more than or less favorable than the Shares. Subscriber further confirms that Subscriber has no right to purchase any securities
in any future offerings.


 


G.       Confidentiality.
Subscriber agrees to maintain in confidence all information furnished by the Company or its agents that may be deemed to be material
nonpublic information, including, but not limited to the fact that the Offering is being made and the terms and conditions of this
Offering.


 


H.       Anti-Dilution
Protection. In the event that the Company consummates a sale of Common Stock for cash consideration (a “Financing”)
prior to January 1, 2018 (such applicable period, the “Anti-Dilution Period”), and the price per share
of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share
(the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like),
the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase
Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing
where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber
at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant
to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H,
the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings
to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares
will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon the
exercise of any warrants, options or convertible securities granted, issued and outstanding on the date of this Agreement; (ii)
upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan,
stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance
of any securities in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment
by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities;
(vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection
with the issuance of shares of Common Stock other than for cash consideration.


 


 


 


 


 


 


 


 


 






    	 	11	 



     

    

 


I.       Piggyback
Registration Rights. The Company covenants and agrees that if, at any time prior to the Registration Rights Expiration Date
(defined below), it proposes to file a registration statement with respect to any class of equity or equity-related securities
(other than in connection with an offering to the Company’s employees or in connection with an acquisition, merger or similar
transaction) under the Securities Act in a primary registration on behalf of the Company and/or in a secondary registration on
behalf of holders of such securities, and the registration form to be used may be used for the issuance or resale of the Shares,
the Company will either include the Shares in such registration statement or give prompt written notice to Subscriber of its intention
to file such registration statement and will offer to include in such registration statement, such number of Shares with respect
to which the Company has received written requests for inclusion therein within twenty (20) days after the giving of notice by
the Company (the “Piggyback Registration Rights”). The Subscriber shall also provide the Company customary
and reasonable representations and confirmations regarding the Shares held by the Subscriber, information relating to the beneficial
ownership of other securities of the Company held by such Subscriber, information regarding the persons with voting and dispositive
control over the Subscriber and such other information as the Company or its legal counsel may reasonably request. The Subscriber
acknowledges and understands that the Company shall not be required to include Shares in a registration statement relating solely
to an offering by the Company of securities for its own account if the managing underwriter or placement agent shall have advised
the Company in writing that the inclusion of such securities will have a material adverse effect upon the ability of the Company
to sell securities for its own account, and provided further that the Subscriber is not treated less favorably than others seeking
to have their securities included in such registration statement. Notwithstanding the obligations set forth above, if any Securities
and Exchange Commission guidance sets forth a limitation on the number of securities permitted to be registered on a particular
registration statement as a secondary offering, the number of Shares to be registered on such registration statement will be reduced
pro rata between the Subscriber (or other parties) whose securities are included in such registration statement. The “Registration
Rights Expiration Date” is January 1, 2018.


 


J.       U.S.A.
Patriot Act and Anti-Money Laundering Representations. Subscriber represents and warrants that Subscriber is not and is not
acting as an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained
by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, Subscriber is in full compliance with all applicable
U.S. laws, regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money
laundering requirements, including but not limited to the following laws: (1) the International Emergency Economic Powers Act,
50 U.S.C. 1701-1706; (2) the National Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the United Nations Participation Act
of 1945, 22 U.S.C. 287c; (4) Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979,
as amended, 50 U.S.C. app. 2401-2420; (6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive
Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism)
of September 23, 2001. The Subscriber represents that the amounts invested by it in the Company in the Offering were not and are
not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including
anti-money laundering laws and regulations. To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any
person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial
interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment
is a country, territory, individual or entity named on an Office of Foreign Assets Control (“OFAC”) list,
or a person or entity prohibited under the OFAC Programs.


 


 


 


 


 


 


 


 


 


 






    	 	12	 



     

    

 


K.      Entire Agreement. This Subscription
is the entire and fully integrated agreement of the parties regarding the subject matter hereof, and there are no oral representations,
warranties, agreements, or promises pertaining to this Subscription, or the Securities, whether set forth in any presentations
other documents or information provided to the Subscriber or otherwise.


 


L.       Construction.
The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties
hereto. All references in this Agreement as to gender shall be interpreted in the applicable gender of the parties.


 


M.      Purchase Payment. The
Purchase Price shall be paid to the Company in cash, check or via wire transfer simultaneously with the Subscriber’s entry
into this Agreement.


 


N.      Construction of Terms. As
used in this Agreement, the terms “herein,” “herewith,” “hereof”
and “hereunder” are references to this Agreement, taken as a whole; the term “includes”
or “including” shall mean “including, without limitation;” the word “or”
is not exclusive; and references to a “Section,” “subsection,” “clause,”
“Exhibit,” “Appendix,” “Schedule,” “Annex”
or “Attachment” shall mean a Section, subsection, clause, Exhibit, Appendix, Schedule, Annex or Attachment
of this Agreement, as the case may be, unless in any such case the context requires otherwise. Exhibits, Appendices, Schedules,
Annexes or Attachments to any document shall be deemed incorporated by reference in such document. All references to or definitions
of any agreement, instrument or other document (a) shall include all documents, instruments or agreements issued or executed in
replacement thereof, and (b) except as otherwise expressly provided, shall mean such agreement, instrument or document, or replacement
or predecessor thereto, as modified, amended, supplemented and restated through the date as of which such reference is made.


 


O.       Effect
of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original.
It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other
counterparts. A copy of this Agreement signed by one party and (a) faxed to another party or (b) scanned and emailed to another
party, shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy or PDF of this
Agreement shall be effective as an original for all purposes.


 


P.       Severability.
The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.


 


 


 


 


 


 


 


 


 






    	 	13	 



     

    

 


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


 


R.       Governing
Law. This Agreement shall be interpreted in accordance with the laws of the State of Texas. In the event of a dispute concerning
this Agreement, the parties agree that venue lies in a court of competent jurisdiction in Harris County, Texas.


 


S.       Collection
of Personal Information. The Subscriber (on its own behalf and, if applicable, on behalf of any person for whose benefit the
Subscriber is subscribing) acknowledges and consents to the fact the Company is collecting the Subscriber’s (and any beneficial
purchaser’s) personal information pursuant to this Agreement. The Subscriber (on its own behalf and, if applicable, on behalf
of any person for whose benefit the Subscriber is subscribing) acknowledges and consents to the Company retaining the personal
information for as long as permitted or required by applicable law or business practices. The Subscriber (on its own behalf and,
if applicable, on behalf of any person for whose benefit the Subscriber is subscribing) further acknowledges and consents to the
fact the Company may be required by applicable securities laws and stock exchange rules to provide regulatory authorities any personal
information provided by the Subscriber respecting itself (and any beneficial purchaser). By executing this Agreement, the Subscriber
is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s (and any beneficial purchaser’s)
personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents
described herein as may be required to be filed with any stock exchange or securities regulatory authority in connection with the
transactions contemplated hereby. The Subscriber represents and warrants that it has the authority to provide the consents and
acknowledgments set out in this paragraph on behalf of all beneficial purchasers.


 


T.       Amount
of Subscription. The undersigned hereby subscribes to _____________ Shares for an aggregate amount of $___________.


 


“PURCHASER”


 


Check enclosed in the amount of $____________ or Wire
Transfer Sent in the Amount of $__________


 


Subscribed for: _______________ Shares.


 


Social Security or Taxpayer I.D. Number [required if
applicable]: ________________________


 


Business Address (including zip code): _______________________________________


Business Phone: (      ) ____________________________________________________


 


Residence Address (including zip code) ____________________________________________


Residence Phone: ( __) _________________________________________________________


 


All communications to be sent to: __ Business or __
Residence Address


 


Name Shares should be registered in:___________________________________________________


 


 


 


 


 


 


 


 


 






    	 	14	 



     

    

 


If different than subscriber name please advise of the reason
for such difference:


_____________________________________________________________________


 


Address for registration of shares:_____________________________________________________


 


Email Address:______________________________________________________________________


 


Please indicate on the following pages
the form in which you will hold title to your interest in the securities. PLEASE CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS
ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SECURITIES AND MAY THEREFORE BE RESTRICTED
BY THE TERMS OF THIS SUBSCRIPTION, THE SECURITIES AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Subscribers should seek the advice
of their attorneys in deciding in which of the forms they should take ownership of the interest in the securities, because different
forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor’s
domicile and his or her particular personal circumstances.


 


Please select one of the following forms of ownership:


 


		__	INDIVIDUAL OWNERSHIP (one signature required)



 


		__	JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS
IN COMMON (both or all parties must sign)



 


		__	COMMUNITY PROPERTY (one signature required if interest
held in one name, i.e., managing spouse; two signatures required if interest held in both names)



 


		__	TENANTS IN COMMON (both or all parties must sign)



 


		__	GENERAL PARTNERSHIP (fill out all documents in the name
of the PARTNERSHIP, by a PARTNER authorized to sign, and include a copy of the Partnership Agreement)



 


		__	LIMITED PARTNERSHIP (fill out all documents in the name
of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign, and include a copy of the Limited Partnership Agreement and
any other document showing that the investment is authorized)



 


		__	LIMITED LIABILITY COMPANY (fill out all documents in the
name of the LIMITED LIABILITY COMPANY, by a member authorized to sign, and include a copy of the LIMITED LIABILITY COMPANY’s
Operating Agreement and any other documents necessary to show the investment is authorized.)



 


		__	CORPORATION (fill out all documents in the name of the
CORPORATION, by the President or other officer authorized to sign, and include a copy of the Corporation’s Articles and
certified Corporate Resolution authorizing the signature)



 


		__	TRUST (fill out all documents in the name of the TRUST,
by the Trustee, and include a copy of the instrument creating the trust and any other documents necessary to show the investment
by the Trustee is authorized. The date of the trust must appear on the Notarial where indicated.)



 


PLEASE ALSO COMPLETE PAGES 16, 17 OR
18 AS APPLICABLE, BELOW, AND THE QUESTIONNAIRE BEGINNING ON PAGE 19 OF THIS SUBSCRIPTION AGREEMENT, WHICH IS A REQUIRED PART OF
THIS AGREEMENT.


 


 


 


 






    	 	15	 



     

    




 


EXECUTION


 


Please execute this Subscription Agreement
by completing the appropriate section below.


 


1.       If
the subscriber is an INDIVIDUAL, complete the following:


 


_____________________________________________


Signature of Subscriber


 


 


_____________________________________________


Name (please type or print)


 


 


_____________________________________________


Signature of Spouse or Co-Owner if funds
are


to be invested as joint tenants by the
entirety


or community property.


 


 


_____________________________________________


Name (please type or print)


 


 


2.       If
the subscriber is a CORPORATION, complete the following:


 


The undersigned hereby represents, warrants
and covenants that the undersigned has been duly authorized by all requisite action on the part of the corporation listed below
(“Corporation”) to acquire the Shares and, further, that the Corporation has all requisite authority
to acquire such Shares.


 


The officer signing below represents and
warrants that each of the above representations or agreements or understandings set forth herein applies to that Corporation and
that he has authority under the articles of incorporation, bylaws, and resolutions of the board of directors of such Corporation
to execute this Subscription Agreement. Such officer encloses a true copy of the articles of incorporation, the bylaws and, as
necessary, the resolutions of the board of directors authorizing a purchase of the investment herein, in each case as amended to
date.


 


 


_____________________________________________


Name of Corporation (please type or print)


 


 


By: __________________________________________


 


 


Name: ______________________________________


 


 


Title:
____________________________________


 


 


 


 


 


 


 


 


 


 






    	 	16	 



     

    

 


3.       If
the subscriber is a PARTNERSHIP, complete the following:


 


The undersigned hereby represents, warrants
and covenants that the undersigned is a general partner of the partnership named below (“Partnership”),
and has been duly authorized by the Partnership to acquire the Shares and that he has all requisite authority to acquire such Shares
for the Partnership.


 


The undersigned represents and warrants
that each of the above representations or agreements or understandings set forth herein applies to that Partnership and he is authorized
by such Partnership to execute this Subscription Agreement. Such partner encloses a true copy of the partnership agreement of said
Partnership, as amended to date, together with a current and complete list of all partners thereof.


 


 


_____________________________________________


Name of Partnership (please type or print)


 


 


By: ________________________________________________


 


Name: ______________________________________________


 


Title: _______________________________________________


 


 


4.       If
the subscriber is a TRUST, complete the following:


 


The undersigned hereby represents, warrants
and covenants that he is duly authorized by the terms of the trust instrument (“Trust Instrument”) for
the (“Trust”) set forth below to acquire the Shares and the undersigned, as trustee, has all requisite
authority to acquire such Shares for the Trust.


 


The undersigned, as trustee, executing
this Subscription Agreement on behalf of the Trust, represents and warrants that each of the above representations or agreements
or understandings set forth herein applies to that Trust and he is authorized by such Trust to execute this Subscription Agreement.
Such trustee encloses a true copy of the Trust Instrument of said Trust as amended to date.


 


____________________________________________


Name of Trust (Please type or print)


 


 


By: ________________________________________


Name: ______________________________________


Title: _______________________________________


 


 


 


 


 


 


 


 


 






    	 	17	 



     

    

 


5.       If
the subscriber is a LIMITED LIABILITY COMPANY, complete the following:


 


The undersigned hereby represents, warrants
and covenants that the undersigned has been duly authorized by all requisite action on the part of the Limited Liability Company
listed below (“Company”) to acquire the Shares and, further, that the Company has all requisite authority
to acquire such Shares.


 


The officer signing below represents and
warrants that each of the above representations or agreements or understandings set forth herein applies to that Company and that
he has authority under the articles of organization, company agreement, and resolutions of the managers and/or members, as applicable,
of such Company to execute this Subscription Agreement. Such officer encloses a true copy of the articles of organization, the
operating agreement and, as necessary, the resolutions of the managers and/or members authorizing a purchase of the investment
herein, in each case as amended to date.


 


 


 


_____________________________________________


Name of Company (please type or print)


 


 


By: __________________________________________


 


 


Name: ______________________________________


 


 


Title:
______________________________________


 


 


 


 


ACCEPTED BY THE COMPANY this the _____
day of _________, 2016.


 


PANTHER BIOTECHNOLOGY, INC.


 


 


By:____________________________


 


 


Name:____________________________


 


 


Title:____________________________


 


PLEASE ALSO COMPLETE THE QUESTIONNAIRE
BEGINNING ON PAGE 18 OF THIS SUBSCRIPTION AGREEMENT, WHICH IS A REQUIRED PART OF THIS AGREEMENT.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	18	 



     

    

 


Subscription Documents - Continued


PANTHER BIOTECHNOLOGY, INC. (THE “COMPANY”)


INVESTOR APPLICATION


(QUALIFICATION QUESTIONNAIRE)


(CONFIDENTIAL)


 


ALL INFORMATION CONTAINED
IN THIS APPLICATION WILL BE TREATED CONFIDENTIALLY. The undersigned understands, however, that the Company may present this application
to such parties as the Company, in its discretion, deems appropriate when called upon to establish that the proposed offer and
sale of the Securities are exempt from registration of the Securities Act of 1933, as amended, or meet the requirements of applicable
securities and blue sky laws.


 


PART I - INDIVIDUALS (OTHERS COMPLETE PART
II)


 


		1.	Name: ________________________________________



 


		2.	Residence Address: ______________________________________________



 


		 	Residence Telephone: __________________________________________



 


		3.	Social Security Number:_____________________





 


		 	Date of Birth: _________________



 


		 	Citizenship: ________________________________



 


		4.	Present Employer: ________________________________________



 


		 	Business Address: ________________________________________



 


		 	Business Telephone: ______________________________________



 


		 	Title/Position: __________________________________________



 


 


 


 


 


 


 


 


 


 






    	 	19	 



     

    

 


		 	Length of Time: _____________________________________



 


		5.	I prefer to have communications sent to:





 


		 	__ Home Address or _________Business Address



 


		6.	Investment Experience



 


I have made investments,
or been involved in activities, of the type indicated below (recognizing that the types of investments listed are not mutually
exclusive and certain investments may fall into two or more of the categories listed):


CHECK ALL THAT APPLY


 


		__(a)	Ownership of stocks, bonds, and other securities





 


		__(b)	Investment in partnerships, joint ventures and other syndicates





 


		__(c)	Other direct or partnership investments (such as real estate,
oil and gas, equipment leasing, research and development, agriculture or commodities syndications)





 


Do you make your own ultimate decisions
on your investments?


YES [   ]       NO
[   ]


 


		7.	Method of Investment Evaluation





 


Each subscriber must have sufficient
knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in
the Company or must retain the services of a Purchaser Representative(s) (who may be an attorney, accountant or other financial
advisor but not a person employed by or associated with the Company or its affiliates) for the purpose of this particular transaction.


This item is presented
in alternative form. Please cheek the appropriate alternative.


 


__
Alternative One: No Advisor.


 


I have such knowledge and experience
in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Company and of making
an informed investment decision, and will not require a Purchaser Representative.


 


__
Alternative Two: Purchaser Representative.


 


 


 


 


 






    	 	20	 



     

    

 


I have relied
upon the advice of the following Purchaser Representative (who is not affiliated with the Company or its affiliates) in evaluating
the merits and risks of an investment in the Company.


 


Name: _______________________________________


(name of purchaser representative)


 


Address: ________________________________________________


 


Relationship: _________________________________


 


The above-named Purchaser Representative
and I together have such knowledge and experience in financial and business matters that we are capable of evaluating the merits
and risks of an investment in the Company and of making an informed investment decision.


 


PLEASE COMPLETE 8 OR 9, BELOW


 


		8.	Accredited Individual Investor



 


As an individual, I ________________________________________
(PRINT NAME) represent that I (please check all that are applicable):


 


		 ̈	have a net worth (either individually or jointly with spouse) in excess of $1,000,000 in United
States Dollars (“USD”) (not including my principal residence); or



 


		 ̈	am an individual who had an individual income (NOT including joint income with spouse) in excess
of USD $200,000 in each of the two most recent tax years and reasonably expects individual income in excess of $200,000 during
the current tax year; or



 


		 ̈	am an individual who had an income (including joint income with spouse) in excess of USD $300,000
in each of the two most recent tax years and reasonably expects individual income in excess of USD $300,000 during the current
tax year.



 


“Income”
for this purpose is computed by adding the following items to adjusted gross income for federal income tax purposes: (a) the amount
of any tax-exempt interest income received; (b) the amount of losses claimed as a limited partner in a limited partnership; (c)
any deduction claimed for depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement
plan; and (f) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant
to the provisions of Section 1202 of the Code.


 


I, the undersigned,
represent that I do not have any state or federal judicial judgments adverse to me nor are there any state or federal tax liens
against me, nor is there any pending or threatened litigation adverse to me. I, the undersigned, undertake to notify the Company
immediately of any material change in any of such information occurring prior to the closing of the Offering or, if relevant, any
time during the existence of the Company.


 


 


 


 


 






    	 	21	 



     

    

 


Date: ___________________               Signature:
__________________________


 


		9.	Non-U.S. Person Investor



 


As an individual, I ________________________________________
(PRINT NAME) represent that I reside outside of the United States and am not a “U.S. person” as such
term is defined under Regulation S as promulgated by the SEC under authority of the 1933 Act. I was not solicited for an investment
in the Offering by the Company or any person or entity acting on its behalf while I was located within the United States and has
not entered into the Subscription Agreement inside the United States. To enable the Company to avoid withholding interest paid,
I certify under penalty of perjury that I am neither a citizen nor a resident of the United States and that its address set forth
above is correct. At the time the buy order for the Securities was originated, Subscriber was outside the United States. Subscriber
is purchasing the Securities for his or her own account and not on behalf of any U.S. person, and the sale has not been pre-arranged
with a purchaser in the United States. I further agree to comply with all of the requirements of Regulation S of the 1933 Act.


 


I, the undersigned,
represent that I do not have any state or federal judicial judgments adverse to me nor are there any state or federal tax liens
against me, nor is there any pending or threatened litigation adverse to me. I, the undersigned, undertake to notify the Company
or the Company immediately of any material change in any of such information occurring prior to the closing of the Offering or,
if relevant, any time during the existence of the Company.


 


Date: ___________________               Signature:
__________________________


 


[If individual purchasers are co-tenants,
tenants-in-common or joint owners (including joint owners with such purchaser’s spouse) all co-tenants, tenants-in-common
and/or joint owners shall complete a copy of Part I above]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	22	 



     

    



 


PART II-INVESTORS WHO ARE NOT INDIVIDUALS


 


		1.	General Information



 


Entity Name (“Entity”):
___________________________________________


 


Address of Principal Office: ________________________________________


 


Type of Organization: ____________________________________________


 


Date and Place of Organization: ____________________________________


 


(Please attach a copy of your organizational
documents in effect, including any amendments).


 


		2.	Business



 


A brief description of the business conducted by
the entity is as follows:


 


 


 


Each person involved in making the decision on behalf
of the entity, to subscribe to purchase Securities is listed below [NOTE AT LEAST ONE


NAME MUST BE LISTED]:


 


Name __________________                                     Title __________________


 


Name __________________                                     Title __________________


 


Name __________________                                     Title __________________


 





[Please list any additional names on a
separate page].


 


Each person named above must complete
Part I of this questionnaire.


 


PLEASE COMPLETE 3 OR 4, BELOW AND PLEASE
ALSO COMPLETE SECTION 5


 


		3.	Accredited Investor Status of Entity



 


Please cheek the appropriate description which applies
to you.


 


 


 


 


 


 


 


 






    	 	23	 



     

    

 


		___ (a)	A bank, as defined in Section 3 (a)(2) of the Securities
Act of 1933, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities
Act of 1933, whether you are acting in an individual or a fiduciary capacity.



 


		___ (b)	An insurance company, as defined in Section 2(13) of theSecurities
Act of 1933.



 


		___ (c)	An investment company registered under the Investment Company
Act of 1940.



 


		___ (d)	A business development company, as defined in Section (a)(48)
of the Investment Company Act of 1940.



 


		___ (e)	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.



 


		___ (f)	An employee benefit plan within the meaning of Title I
of the Employee Retirement Income Security Act of 1974 and the investment is made by you as a plan fiduciary, as defined in Section
3(21) of such Act, and you are a bank, insurance company or a registered investment advisor, or you have total assets in excess
of $5 million.



 


		___ (g)	A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.



 


		___ (h)	An organization described in Section 501 (c)(3) of the
Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific
purpose of acquiring Securities, with total assets in excess of $5 million.



 


		___ (i)	An entity (other than a trust, which must meet
the requirements set forth in Section (j), below) in which all of the equity owners are accredited investors and meet at least
one of the criteria listed in Part I, Section 8 of this Questionnaire.





 


		___ (j)	A trust with total assets in excess of $5,000,000 not formed
for the specific purpose of acquiring Securities, whose purchase is directed by a person with such knowledge and experience in
financial and business matters that (s)he is capable of evaluating the merits and risks of the prospective investment.



 


If you checked (i), please
complete the following part of this question:


 


 


 


 


 






    	 	24	 



     

    

 


 


		(1)	List all equity owners: __________________________________



 


		(2)	What is the type of entity? _______________________________



 


		(3)	Attach a copy of your resolutions or other evidence of
the entity’s authority to make this investment.



 


		(4)	Represent that each equity owner qualifies individually
to Part I, Section 9 of this Questionnaire by printing each equity owners name below (you may include an additional sheet if necessary):



 


______________________________________________


 


______________________________________________


 


______________________________________________


 




		(5)	Please confirm that the entity was not formed solely for
the purpose of subscribing for Securities in the Offering by initialing below:





_________


		4.	Non “U.S. Person Status”



 


Please initial next to the below paragraph
certifying the accuracy of such representations:


 


		________	The Entity is organized and has a principal place of business outside of the United States and
is not a “U.S. person” as such term is defined under Regulation S as promulgated by the SEC under authority
of the 1933 Act. The Entity was not solicited for an investment in the Offering by the Company or any person or entity acting on
its behalf within the United States and has not entered into the Subscription Agreement inside the United States. To enable the
Company to avoid withholding interest paid, the Entity certifies under penalty of perjury that it is neither a citizen nor a resident
of the United States and that its address set forth above is correct. At the time the buy order for the Securities was originated,
Subscriber was outside the United States. Subscriber is purchasing the Securities for its own account and not on behalf of any
U.S. person, and the sale has not been pre-arranged with a purchaser in the United States. The Entity further agrees to comply
with Regulation S of the 1933 Act.



 


		5.	Representations



 


The undersigned represents
on behalf of the entity that:


 


 


 


 


 


 


 


 


 






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(a)      The entity has, and
its officers, employees, directors or equity owners have, sufficient knowledge and experience in similar programs or investments
to evaluate the merits and risks of an investment in the Company (or the entity has retained an attorney, accountant, financial
advisor or consultant as a Purchaser Representative); that because of the background and employment experience of the entity’s
equity owners, its officers, directors or employees, it has received and has had access to material and relevant information enabling
it to make an informed investment decision, and that all data it has requested has been furnished to it.


 


If applicable, the name,
employer, address and telephone number of the entity’s Purchaser Representative follows:


 


(b)       The
information contained herein is complete and accurate and may be relied upon by you.


 


Attached is the requested
information (e.g., articles of incorporation, bylaws and resolutions) for your review.


 


The undersigned represents
that the information provided above is true and correct and acknowledges such investor’s awareness that the Company, and
other investors are relying upon the accuracy of such information to ensure that the sale of any securities by the Company to such
investor is in compliance with applicable federal and state securities laws. The undersigned represents that neither the entity
it represents nor, its officers, directors or shareholders have any state or federal judicial judgments adverse to them nor are
there any state or federal tax liens against them, nor is there any pending or threatened litigation adverse to them. The undersigned
undertakes to notify the Company immediately of any material change in any of such information occurring prior to the closing of
the Offering, or, if relevant, any time during the existence of the Company.


 


Entity


 


Date: ______________________________________


 


Name of Entity Typed or Printed: ____________________________________________


 


By: ____________________________________________


 


Name: _________________________________________


 


Title: __________________________________________


 


 


PLEASE ALSO CONFIRM THAT EACH PERSON
NAMED IN PART II, SECTION 2, ABOVE HAS COMPLETED PART I OF THIS QUESTIONNAIRE.


 


 


 


 


 


 






    	 	26	 



     

    

 


EXHIBIT A


 


INFORMATION FOR RESIDENTS OF CERTAIN
STATES


 


Each prospective purchaser
should read the legend and/or state disclosure listed below applicable to the state in which he resides. The state disclosures
and/or legends listed below do not in any way constitute or imply that offers or sales may be made in such states. Offers and/or
sales may only be made in those states approved by the Company. If any prospective purchaser resides in a state not included below,
such prospective investor should request the state legend applicable to such purchaser’s state prior to making an investment
in the Company.


 


California Residents:


 


These securities have
not been registered under the Securities Act of 1933, as amended, or the California Corporations Code by reason of specific exemptions
thereunder relating to the limited availability of the offering. These securities cannot be sold, transferred or otherwise disposed
of to any person or entity unless subsequently registered under the Securities Act of 1933, as amended, or the California Corporations
Code, if such registration is required.


 


Connecticut Residents:


 


These securities offered
herein have not been registered under section 36-485 of the Connecticut Uniform Securities Act (the “Act”)
and, therefore, cannot be resold unless they are registered under the Act or unless an exemption from registration is available.


 


Florida Residents:


 


These securities have
not been registered under the Florida Securities and Investor Protection Act in reliance upon exemption provisions contained therein.
Section 5l7.061(11)(a)(5) of the Florida Securities and Investor Protection Act (the “Florida Act”) provides
when sales are made to five or more purchasers in this state that any purchaser of securities in Florida which are exempted from
registration under Section 517.061(11) of the Florida Act may withdraw his subscription agreement and receive a full refund of
all monies paid, within three days after the later of (i) the date he tenders consideration for such securities and (ii) the date
this statutory right of rescission is communicated to him (which shall be established conclusively by the Company’s provision
of this “Information for Residents of Certain States”). Any Florida resident who purchases securities
is entitled to exercise the foregoing statutory rescission right by telephone, telegram, or letter notice to the Company. Any telegram
or letter should be sent or postmarked prior to the end of the third business day. A letter should be mailed by certified mail,
return receipt requested, to ensure its receipt and to evidence the time of mailing. Any oral requests should be confirmed in writing.


 


Georgia Residents:


 


The securities sold
in the state of Georgia have been issued or sold in reliance on paragraph (I3) of Code section 10-5-9 of the Georgia Securities
Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such Act or pursuant to an effective
registration under such Act.


 


 


 


 


 


 


 


 


 






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Illinois Residents:


 


These securities have
not been approved or disapproved by the Secretary of State of Illinois, nor has the Secretary of State of Illinois nor the State
of Illinois passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


 


Indiana Residents:


 


These securities have
not been registered under Section 3 of the Indiana Securities Act and therefore, cannot be resold or transferred unless they are
so registered or unless an exemption from registration is available.


 


Maryland Residents:


 


The Securities which
are the subject of this offering memorandum have not been registered under the Maryland Securities Act in reliance upon the exemption
in section 11-602(9) of such act. Unless these Securities are registered, they may not be re-offered for sale or resold in the
State of Maryland, except as security, or in a transaction exempt under such Act.


 


Minnesota Residents:


 


The securities represented
by this Memorandum have not been registered under Chapter 80A of the Minnesota Securities Laws and may not be sold, transferred
or otherwise disposed of except pursuant to registration or an exemption therefrom.


 


New Jersey Residents:


 


These securities have
not been approved or disapproved by the Bureau of Securities of the State of New Jersey, nor has the Bureau passed on or endorsed
the merits of this Offering. The filing of the written Offering does not constitute approval of the issue or the sale thereof by
the Bureau of Securities. Any representation to the contrary is unlawful.


 


These are speculative
securities and involve a high degree of risk. These securities are offered only to bona fide adult residents of the State of New
Jersey.


 


New York Residents:


 


This Private Placement
Memorandum has not been reviewed by the attorney general of the State of New York (or any other state) prior to its issuance and
use. The attorney general of the State of New York has not passed upon or endorsed the merits of this Offering. Any representation
to the contrary is unlawful.


 


All purchasers who
are offered the Securities within or from the State of New York shall be deemed to automatically confirm and certify the following
to the Company in connection with their execution of the Subscription Agreement:


 


“I understand
that this offering of Securities in the Company has not been reviewed by the Attorney General of the State of New York because
of the issuer’s representations that this is intended to be a nonpublic Offering pursuant to SEC Regulation D and that if
all of the conditions and limitations of Regulation D are not complied with, the offering will be resubmitted to the Attorney General
for amended exemption. I understand that any offering literature used in connection with this offering has not been pre-filed with
the Attorney General and has not been reviewed by the Attorney General. This security is being purchased for his own account for
investment, and not for distribution or resale to others. I agree that I will not sell or otherwise transfer these securities unless
they are registered under the Federal Securities Act of 1933, or unless an exemption from such registration is available. I represent
that I have adequate means of providing for my current needs and possible personal contingencies and that I have no need for liquidity
of this investment.”


 


 


 


 


 


 


 






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“It is understood
that all documents, records and books pertaining to this investment have been made available for inspection by my attorney and/or
my accountant or my offeree representative and myself, and that the books and records of the issuer will be available upon reasonable
notice for inspection by investors during reasonable business hours at its principal place of business.”


 


Ohio Residents:


 


These securities have
not been approved or disapproved as an investment for any Ohio resident by the Ohio Division of Securities nor has the Division
passed upon the accuracy of the offering.


 


Pennsylvania Residents:


 


Residents of the Commonwealth
of Pennsylvania can only transfer the Securities offered hereby in accordance with the provisions of section 203(d) of the Pennsylvania
Securities Act of 1972 and are subject to the following conditions:


 


A.       Under
the provisions of the Pennsylvania Securities Act of 1972, a Pennsylvania resident who accepts an offer to purchase securities
exempted from registration by section 203(d)(f)(p) or (r) directly from an issuer or affiliate of an issuer shall have the right
to withdraw his acceptance without incurring any liability to the seller, underwriter, if any, or any other person, within two
business days from the date of receipt by the issuer of this written binding contract to purchase, or in the case of a transaction
where there is no written binding contract to purchase, within two business days after he makes the initial payment for the securities
being offered.


 


B.       Pursuant
to Section 203.041(c)(1) of the Pennsylvania Blue Sky Regulations (“Regulations”), the purchaser
must acknowledge that he or she agrees not to sell the securities purchased herein within 12 months after the date of purchase
except in accordance with Section 204.011 of the Regulations. Section 204.011 provides for an automatic waiver of the 12 month
holding period under certain conditions including that the securities purchased are subsequently being registered under the Securities
Act of 1933 or 1934.


 


Texas Residents:


 


Each purchaser of Securities
must bear the economic risk of an investment in the Company for an indefinite period of time. The Securities have not been registered
under the Securities Laws of Texas or the Securities Act of 1933 and may not be transferred or sold by the purchaser thereof except
in transactions that are exempt from registration under the Securities Laws of Texas and the Securities Act of 1933 or pursuant
to an effective registration thereunder.


 


Virginia Residents:


 


Any predictions and
representations, written or oral, which do not conform to those contained in the Memorandum, shall not be permitted.


 


 


 


 


 


 






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Wisconsin Residents:


 


The Securities Commission
of the State of Wisconsin has not passed upon the merits or qualifications of, or recommended or given approval to, the securities
hereby offered, nor has the Securities Commissioner of this state passed upon the adequacy of this Memorandum. Any representation
to the contrary is a criminal offense.


 


The investor must rely
on his own examination of the person or entity creating the securities and the terms of the Offering, including the merits and
risks involved in making an investment decision on these securities.


 


NASAA UNIFORM LEGEND


 


In making an investment
decision investors must rely on their examination of the offering, including the merits and risks involved. These securities have
not been recommended by a federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities
have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.
These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the Securities Act of 1933, as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom.
Investors should be aware that they will be required to bear the investment risks of this investment for an indefinite period of
time.




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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