Exhibit 10.1


SUBSCRIPTION
AGREEMENT


This Subscription
Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement
(the “Subscriber”) in connection with its investment in a publicly traded company, whose shares are quoted on
the OTC Bulletin Board (the “Company”). The Company will acquire by merger, all of the issued and outstanding
capital stock and the business of Be Active Brands, Inc. (“Be Active Brands”), a Delaware corporation. The Company
is conducting a private placement (the “Offering”) of ________ (“Units”), with each Unit
consisting of one (1) share of the Company’s common stock and a warrant, as more fully described below, at a purchase price
of Twenty Three Cents ($0.23) per Unit (the “Purchase Price”). Each Unit will consist of: (i) one (1) share
of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”)
(or, at the election of any purchaser who would, as a result of purchase of Units become a beneficial owner of five (5%) percent
or greater of the outstanding Common Stock of the Company, one share of the Company’s Series A Preferred Stock, par value
$0.0001 per share, which is convertible into one (1) share of Common Stock, with such rights and designations as set forth in the
form of Certificate of Designation, attached hereto as Exhibit A, (the “Preferred Shares”)), and (ii)
a three year warrant to purchase fifty (50%) percent of the number of Shares purchased in the Offering (the “Warrant Shares”)
at a per share exercise price of Thirty Cents ($0.30) (the “Exercise Price”), substantially in the form attached
hereto as Exhibit B (the “Warrants”). Certain subscribers have the option of purchasing Units including
the Preferred Shares by electing such option on page 16 of this Agreement. For purposes of this Agreement, the term “Securities”
shall refer to the Units, the Shares, the Preferred Shares, the Common Stock into which the Preferred Shares are convertible, the
Warrants, and the Warrant Shares.


Be Active Brands
is engaged in production of probiotic and vitamin enriched frozen desserts that contain antioxidants, bacteria flora and are all
natural and gluten free. Be Active Brand’s products are made with naturally fermented yogurt using Streptococcus Thermophilus
and Lactobacillus Bulgaricus yogurt cultures.


Immediately prior
to the Initial Closing (as defined below), a wholly owned subsidiary of the Company will be merged with Be Active Brands in a transaction
intended to be tax-free, commonly referred to as a reverse merger (the “Merger”). As a result, Be Active Brands
will become a wholly-owned subsidiary of the Company. Completion of the Merger is a condition to the Initial Closing.


The Company, whose
shares are initially expected to be approved for quotation on the OTC Bulletin Board (but may not yet have traded), has not been
identified as of the date of this Agreement. The Company will be selected by Be Active Brands and will be reasonably acceptable
to the Subscribers who will be required to reconfirm their purchase following receipt of the Minimum Offering in the Escrow Account
established by Be Active Brands for the Offering. Be Active Brands will cause the Company to change its name to a name suitable
and in line with the business focus of Be Active Brands and, with the proceeds of the Offering and the proceeds from the exercise
of the Warrants, the Company will continue the business of Be Active Brands as its only line of business. The term “Company”
as to forward-looking or prospective statements that speak to dates following the Merger, is deemed to include the publicly traded
Company and Be Active Brands, as the Company’s wholly-owned subsidiary, unless the context otherwise requires.


This Agreement
is being distributed by Be Active Brands, on behalf of the Company, the intended successor in interest to the business of Be Active
Brands. Each Subscriber will receive a copy of the Company’s charter and a draft of a Current Report on Form 8-K for the
Company describing the Merger and the business of Be Active Brands, including a description of important risks and other considerations,
and will be required to reconfirm their purchase of Units prior to Closing of the sale of Units to the Subscriber (collectively,
the “Reconfirmation Package”).



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IMPORTANT INVESTOR NOTICES


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


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


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


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


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


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


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


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



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


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


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


FOR RESIDENTS OF ALL STATES


THIS OFFERING IS BEING MADE SOLELY TO
“ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF
ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) THEREUNDER AND
REGULATION D (RULE 506) OF THE SECURITIES ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES LAWS.


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



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


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


FOR FLORIDA RESIDENTS ONLY


THE UNITS REFERRED
TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA SECURITIES
ACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE
THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER
TO THE COMPANY, AN AGENT OF THE COMPANY, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED
TO SUCH PURCHASER, WHICHEVER OCCURS LATER


1.SUBSCRIPTION AND PURCHASE PRICE


(a)Subscription.
Subject to the conditions set forth in Section 2 hereof, the Subscriber hereby subscribes for and agrees to purchase the number
of Units indicated on page 16 hereof on the terms and conditions described herein.


(b)Purchase
of Units. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange for
the Units shall be set at Twenty Three Cents ($0.23) per Unit, for an aggregate purchase price as set forth on page 16 hereof (the
“Aggregate Purchase Price”). The Subscriber’s delivery of this Agreement to the Company shall be accompanied
by payment for the Units subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately available
funds delivered contemporaneously with the Subscriber’s delivery of this Agreement to the Company in accordance with the
wire instructions provided on Exhibit C and pursuant to and in accordance with the Escrow Agreement, attached hereto as
Exhibit D (the “Escrow Agreement”). The Subscriber understands and agrees that, subject to Section 2
and applicable laws, by executing this Agreement, it is entering into a binding agreement.


2.Acceptance,
Offering Term and Closing Procedures


(a)Acceptance
or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations
and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company
relating to this subscription (collectively, the "Transaction Documents"), the Subscriber shall be legally bound
to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence
of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities
as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing
(as defined below), the Subscriber may, on or prior to the Closing, at its sole and absolute discretion, elect not to purchase
the Units and provide instructions to the escrow agent under the Escrow Agreement to receive the full and immediate refund of
the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription
for Units in whole or part in any order at any time prior to the Closing for any reason, notwithstanding the Subscriber’s
prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because
of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber;
or (iii) failure to effectuate the Initial Closing (as defined below) on or prior to January 31, 2013 (unless extended in the
discretion of the Board of Directors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter
be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the
escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned
or caused to be returned to the Subscriber without interest thereon or deduction therefrom.



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(b)Closing. The closing of the
purchase and sale of the Units hereunder (the “Closing”) shall take place at the offices of Sichenzia Ross Friedman
Ference, LLP, 61 Broadway, 32nd Floor, New York, NY 10006 or such other place as determined by the Company and may take
place in one of more closings, provided the Minimum Offering (as defined in Section 5(h) below) has been reached. Closings shall
take place on a Business Day promptly following the satisfaction of the conditions set forth in Section 7 below, as determined
by the Company (the “Closing Date”). “Business Day” shall mean from the hours of 9:00 a.m.
(Eastern Time) through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday or other day on which commercial banks in
New York, New York are authorized or required to be closed. The Shares, Preferred Shares, and Warrants purchased by the Subscriber
will be delivered by the Company promptly following the Final Closing Date (as defined in Section 5(h) below) of the Offering.


 


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


(d) Favored Nations
Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition,
consolidation or purchase of substantially all of the securities or assets of a corporation or other entity which holders of such
securities or debt are not at any time granted registration rights equal to or greater than those granted to the Subscribers, (ii)
the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so
long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not
at any time granted registration rights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance
of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant
to plans that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors
of the Company or in existence as such plans are constituted on the date of this Agreement including plans of Be Active Brands
assumed by the Company, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement
on the terms in effect on the Final Closing Date, (v) an issuance by the Company of securities resulting from the exercise of Warrants
or conversion of the Preferred Stock issued pursuant to this Agreement, (vi) the Company’s issuance of Common Stock or the
issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of
the Shares sold in the Offering, including the Preferred Stock, voting as a group, held as of the date of approval (“Subscriber
Consent”), and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of
any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or share exchange
(collectively, the foregoing (i) through (vii) are “Excepted Issuances”), if at any time the Company shall issue
any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which
may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less
than $0.23 per share, being the per share price of Common Stock (and Preferred Stock) hereunder (disregarding any value attributable
to the Warrants) or as in effect at such time, or if less than the Warrant exercise price in effect at such time, without Subscriber
Consent (the “Lower Price Issuance”), then the Company shall issue such additional number of Shares or Preferred
Shares, as the case may be, and the Warrant exercise price shall automatically be reduced and the number of Warrant Shares increased
to reflect such other lower price for the Shares and if additional Shares of Common Stock are required to be issued, the additional
number of Warrants that would have been issuable on the basis of the Warrants issued pursuant to this Agreement (i.e., 50%) such
that the Subscriber shall hold that number of Units, in total, had such Subscriber paid a per Unit price equal to the Lower Price
Issuance. The average Purchase Price of the Shares (or the Preferred Shares, as the case may be) of Common Stock and average exercise
price in relation to the Warrant Shares shall be calculated separately for the Shares and Warrant Shares. Common Stock issued or
issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed
issuable or to have been issued for $0.0001 per share of Common Stock. The rights of Subscribers set forth in this Section 2(d)
are in addition to any other rights the Subscribers have pursuant to this Agreement, the Series A Preferred Stock Certificate of
Designation or the Warrants, and any other agreement referred to or entered into in connection herewith or to which Subscribers
and Company are parties. Notwithstanding anything herein or in any other agreement to the contrary, the Company shall only be required
to make a single adjustment with respect to any Lower Price Issuance, regardless of the existence of multiple basis therefore.









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


 


(f)Certificate
as to Adjustments. In each case of any adjustment or readjustment in the Shares or Preferred Shares issuable hereunder or shares
of Common Stock issuable upon the exercise of the Warrants, the Company, at its expense, will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms hereof and of the
Warrant and Series A Preferred Stock Certificate of Designation, as applicable, and prepare a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of Common Stock (or other securities) issued or sold
or deemed to have been issued or sold, (b) the number of shares of Common Stock (or other securities) outstanding or deemed
to be outstanding, and (c) the Purchase Price and the number of Shares or Preferred Shares to be received and shares of Common
Stock to be received upon exercise of the Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided herein. The Company will forthwith mail a copy of each such certificate to the Subscriber and of the
Warrant and any Warrant Agent of the Company.


3.THE SUBSCRIBER’s
Representations, Warranties AND cOVENANTS


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


(a)The Subscriber
has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable,
and this Agreement constitutes a valid and legally binding obligation of the Subscriber, except as may be limited by bankruptcy,
reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights
of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or law).


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


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



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


(iii)The
Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and not
with a view towards, or resale in connection with, any distribution of the Securities.


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


(v)The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively,
the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of a prospective investment in the Securities. If other than an individual, the Subscriber also represents
it has not been organized solely for the purpose of acquiring the Securities.


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


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


(d)The Subscriber
has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that
the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s entire investment.
Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk Factors”
in the Reconfirmation Package, when delivered, and which risk factors are incorporated herein by reference, and any additional
disclosures in the nature of Risk Factors described herein, including, without limitation, the additional disclosures in Section
3(u), below.


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


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


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



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


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


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


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


1.                  
(k)(i)In making the decision to invest in the Securities the Subscriber has relied
solely upon the information provided by the Company in the Transaction Documents and, when delivered, the Reconfirmation Package.
To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding
the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Subscriber
disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s consideration
of an investment in the Securities other than the Transaction Documents or the Reconfirmation Package. 


(ii)The Subscriber
represents and warrants that: (i) the Subscriber was contacted regarding the sale of the Securities by the Company (or an authorized
agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Securities
were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the
Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or
magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend
any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising;
or (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described
and as a result learned of any offering of securities by the Company.


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


(m)The Subscriber
is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related
considerations of an investment in the Shares, and the Subscriber has relied on the advice of, or has consulted with, only its
own Advisors.


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



    	8



    	 



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


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


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


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


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


(t)The Subscriber,
either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the Offering, and has so evaluated the merits and risks of such
investment. The Subscriber has not authorized any person or entity to act as its Purchaser Representative (as that term is defined
in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the Offering. The Subscriber
is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss
of such investment.


(u)The Subscriber
has reviewed and acknowledges it has such knowledge, sophistication, and experience in securities matters, and understands the
following additional Risk Factor related to the Company:


SPECIAL RISK FACTOR INVOLVING
INVESTOR RELATIONS ACTIVITIES, NOMINAL “FLOAT” AND SUPPLY AND DEMAND FACTORS THAT MAY AFFECT THE PRICE OF OUR STOCK.


 


The Company
expects to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor
awareness for the Company.  These campaigns may include personal, video and telephone conferences with investors and
prospective investors in which our business practices are described.  The Company may provide compensation to investor
relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon
publicly-available information concerning the Company.  The Company will not be responsible for the content of analyst
reports and other writings and communications by investor relations firms not authored by the Company or from publicly available
information.  The Company does not intend to review or approve the content of such analysts’ reports or other
materials based upon analysts’ own research or methods.  Investor relations firms should generally disclose when
they are compensated for their efforts, but whether such disclosure is made or complete is not under our control.  
In addition, investors in the Company may, from time to time, also take steps to encourage investor awareness through similar
activities that may be undertaken at the expense of the investors.  Investor awareness activities may also be suspended
or discontinued which may impact the trading market our common stock.






    	9



    	 



    
 The
SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with
the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false
or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such
as rapid share price increases or decreases.  We, and our shareholders may be subjected to enhanced regulatory scrutiny
due to the small number of holders who initially will own the registered shares of our common stock publicly available for resale,
and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities
concerning penny-stocks, such as the OTC Bulletin Board or the OTCQB Marketplace (Pink OTC) or pink sheets.  Until such
time as the common stock sold in the Offering is registered and until such time as our restricted shares are registered or available
for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of investors, many of
whom acquired such shares in privately negotiated purchase and sale transactions, that will constitute the entire available trading
market.  The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct
designed to deceive or defraud investors by controlling or artificially affecting the price of securities.  Often times,
manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading
prices.  Since a small percentage of the outstanding common stock of the Company will initially be available for trading,
held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate
amount of time, which could result in higher bids, asks or sales prices than would otherwise exist.  Securities regulators
have often cited factors such as thinly-traded markets, small numbers of holders, and awareness campaigns as hallmarks of claims
of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or
other manipulative trading timed to coincide with false or touting press releases.  There can be no assurance that the
Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the
“float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may
be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply
and demand factors that determine the price of the stock.


PURCHASE OF UNITS BY AFFILIATES
OF THE PLACEMENT AGENTS AND/OR THE COMPANY MAY BE USED TO SATISFY THE MINIMUM OFFERING, AND OUR RAISING THE MINIMUM OFFERING AMOUNT
SHOULD NOT BE DEEMED EVIDENCE OF AN ENDORSEMENT OF THE OFFERING BY INDEPENDENT PURCHASERS. 


 


Units may
be purchased by Placement Agents, if any, and their officers, employees and affiliates, and by the Company’s officers, directors,
employees and affiliates (including current stockholders and their respective affiliates) and such purchases shall be applied in
reaching the Minimum Offering. Accordingly, investors in the Offering should understand and recognize that not all subscribers
will necessarily have made an independent investment decision with no affiliation with either the Company or the Placement Agents.


4.THE COMPANY’S
Representations, Warranties and Covenants


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


(a)Organization
and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its
state of incorporation. The Company is duly qualified to do business, and is in good standing in the states required due to (a)
the ownership or lease of real or personal property for use in the operation of the Company's business or (b) the nature of the
business conducted by the Company. The Company has all requisite power, right and authority to own, operate and lease its properties
and assets, to carry on its business as now conducted, to execute, deliver and perform its obligations under this Agreement and
the other Transaction Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. All
actions on the part of the Company and its officers and directors necessary for the authorization, execution, delivery and performance
of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and
the performance of all of the Company's obligations under this Agreement and the other Transaction Documents have been taken or
will be taken prior to the Closing. This Agreement has been, and the other Transaction Documents to which the Company is a party
on the Closing will be, duly executed and delivered by the Company, and this Agreement is, and each of the other Transaction Documents
to which it is a party on the Closing will be, a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms.



    	10



    	 



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


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


(d)SEC Filings.
The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the
EDGAR system true and complete copies of each of the Company’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K
and Current Reports on Form 8-K.


(e)No Financial
Advisor. The Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s length
purchaser with respect to the Securities and the transactions contemplated hereby. The Company further acknowledges that the Subscriber
is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and
the transactions contemplated hereby and any advice given by the Subscriber or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereby is merely incidental to the Subscriber’s purchase of the Units.
The Company further represents to the Subscriber that the Company’s decision to enter into this Agreement has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


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


(g)Capitalization
and Additional Issuances. The authorized and outstanding capital stock of the Company on a fully
diluted basis as of the date of this Agreement and the Closing Date (not including the Securities) are set forth on Schedule
4(g). Except as set forth on Schedule 4(g), there are no options, warrants, or rights to subscribe to, securities,
rights, understandings or obligations convertible into or exchangeable for or giving any right to subscribe for any shares of
capital stock or other equity interest of the Company or any of its subsidiaries. The only officer, director, employee
and consultant stock option or stock incentive plan or similar plan currently in effect or contemplated by the Company is described
on Schedule 4(g). There are no outstanding agreements or preemptive or similar rights affecting the Company's Common
Stock.



    	11



    	 



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





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


5.OTHER
AGREEMENTS OF THE PARTIES


 


(a)Furnishing
of Information. As long as any Subscriber owns Securities, the Company covenants to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act. As long as any Subscriber owns Securities, if the Company is not
required to file reports pursuant to the Exchange Act, the Company shall prepare and furnish
to the Subscribers and make publicly available in accordance with Rule 144(c) under the Securities Act such information as is required
for the Subscribers to sell the Securities under Rule 144. The Company further covenants that it shall
take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable
such person to sell such Securities without registration under the Securities Act within the limitation of the exemptions proved
by Rule 144 under the Securities Act.


 


(b)Shareholder Rights
Plan. No claim will be made or enforced by the Company or, to the knowledge of the Company, any other person that any Subscriber
is an “Acquiring Person” under any shareholder rights plan or similar plan or arrangement in effect or hereafter adopted
by the Company, or that any Subscriber could be deemed to trigger the provisions of any such plan or arrangement, by virtue of
receiving Securities under the Transaction Documents or under any other agreement between the Company and the Subscribers.


(c)Securities Laws Disclosure;
Publicity. The Company and each Subscriber shall consult with each other in issuing any press releases with respect to the
transactions contemplated hereby, and no Subscriber shall issue any such press release or otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of any Subscriber, which consent shall not unreasonably
be withheld. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Subscriber, or include the
name of any Subscriber in any filing with the SEC or any regulatory agency, without the prior written consent of such Subscriber,
except (i) as required by federal securities law in connection with the registration statement contemplated by the Registration
Rights Agreement and (ii) to the extent such disclosure is required by law.


(d)Integration. The Company
shall not, and shall use its best efforts to ensure that no affiliate of the Company shall, after the date hereof, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any security that would be integrated with the offer or
sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to
the Subscribers.


(e)Reservation of Securities.
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that
at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under
the Transaction Documents, the Company shall promptly take such actions as may be required to increase the number of authorized
shares. The Subscribers acknowledge that certain Subscribers shall be entitled to subscribe for the Preferred Shares. The Preferred
Shares shall be equivalent in all respects to the Shares, and shall be convertible into Shares, other than a liquidation preference
of $0.0001 per share upon a liquidation or dissolution of the Company.



    	12



    	 



    
(f)Reimbursement.
If any Subscriber or any of its affiliates or any officer, director, partner, controlling person, employee or agent of a Subscriber
or any of its affiliates (a “Related Person”) becomes involved in any capacity in any proceeding brought by
or against any person in connection with or as a result of any misrepresentation, breach or inaccuracy of any representation, warranty,
covenant or agreement made by the Company in any Transaction Documents, the Company will indemnify and hold harmless such Subscriber
or Related Person for its reasonable legal and other expenses (including the costs of any investigation, preparation and travel)
and for any losses incurred in connection therewith, as such expenses or losses are incurred, excluding only losses that result
directly from such Subscribers’ or Related Person’s gross negligence or willful misconduct. The indemnification obligations
of the Company under this paragraph shall be in addition to any liability that the Company may otherwise have and shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Subscribers and any such Related
Persons. The Company also agrees that neither the Subscribers nor any Related Persons shall have any liability to the Company or
any person asserting claims on behalf of or in right of the Company in connection with or as a result of the transactions contemplated
by the Transaction Documents, except to the extent that any losses incurred by the Company result from the gross negligence or
willful misconduct of the applicable Subscriber or Related Person in connection with such transactions; provided,
however, that the Subscriber shall not be liable for any Loss that in the aggregate exceeds the Subscriber’s Aggregate
Purchase Price tendered hereunder. If the Company breaches its obligations under any Deal Document,
then, in addition to any other liabilities the Company may have under any Deal Document or applicable law, the Company shall pay
or reimburse the Subscribers on demand for all costs for collection and enforcement (including reasonable attorneys’ fees
and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Subscribers on
demand for all costs of enforcing the indemnification obligations in this paragraph. Notwithstanding anything in this Section 5(f)
to the contrary, the Company’s liability to the Subscriber hereunder shall not exceed the Subscriber’s Aggregate Purchase
Price.


(g)Use of Proceeds.
The Company anticipates using the gross proceeds from the Offering as set forth on Schedule A, annexed hereto.


(h)Minimum Offering; Purchases
by Insiders. During the Offering, subscriptions will be placed and held in a non-interest bearing escrow account Citibank,
NA. The initial closing shall be referred to as the ‘Initial Closing” and may be held upon receipt and acceptance
of subscriptions for $1,000,000 (the “Minimum Offering”) prior to January 31, 2013. The date of the Initial
Closing is sometimes referred to as the “Initial Closing Date.” Subsequent closings (each a “Subsequent
Closing”) will be held until the earlier to occur of: (i) the date on which the entire Offering has been subscribed for
and accepted by the Company, and (ii) March 31, 2013. The Offering may be extended up to April 15, 2013(the “Final Closing”
and such date of the Final Closing, the “Final Closing Date”), without additional notice to Subscribers. Officers,
directors and affiliates of the Company and the Placement Agent, if any, may purchase securities in the Offering which shall count
towards satisfaction of the Minimum Offering.


 


6.REGISTRATION
RIGHTS 


The Company shall
file a “resale” registration statement with the SEC covering all Shares of Common Stock included within the Units
sold in the Offering and underlying any Preferred Shares and the Warrants, so that the shares of Common Stock will be registered
under the Securities Act. The Company will maintain the effectiveness of the “resale” registration statement from
the effective date of the registration statement until all Registrable Securities (as defined in the Registration Rights Agreement)
covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144, as determined by the counsel to the Company. The Company
will use its reasonable best efforts to have such “resale” registration statement filed within Sixty (60) days after
the Final Closing Date (the “Filing Date”) and declared effective by the SEC as soon as possible and, in any
event, within One Hundred and Twenty (120) days after the Filing Date (the “Effectiveness Deadline”), unless extended
by Subscriber Consent.


The Company is obligated
to pay to the Subscribers a fee of 1% per month of the investors’ investment, payable in cash, up to a maximum of 6%, for
each month in excess of the Effectiveness Deadline that the registration statement has not been declared effective; provided,
however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration
obligations as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority
with respect to “Rule 415”, provided the Company registers at such time the maximum number of shares of Common Stock
permissible upon consultation with the staff of the SEC; provided, further, that the Company shall not be obligated
to pay any liquidated damages if the shares of Common Stock the Company is obligated to register pursuant to the Registration
Rights Agreement may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction
or limitation pursuant to Rule 144 under the Securities Act.


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



    	13



    	 



    
7.CONDITIONS TO ACCEPTANCE OF
SUBSCRIPTION


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


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


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


		8.	MISCELLANEOUS PROVISIONS



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


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


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


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


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


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


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


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


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



    	14



    	 



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


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


[Signature Pages Follow]



    	15



    	 



    
ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN WITNESS WHEREOF,
the Subscriber has executed this Agreement on the ____ day of _____, 20__.


 


	 	x  $0.23  for each Unit      =	 
	Units subscribed for	 	      Aggregate Purchase Price


 


The undersigned Subscriber hereby elects to purchase Units
consisting of


 ̈ Common
Stock


 ̈ Series
A Preferred Stock (by 5% or greater holders only)


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


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

        Date Opened:______________

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

        ________________________________

        Under the Uniform Gift to Minors Act of the State of

        ________________________________

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


 


ALTERNATIVE DISTRIBUTION INFORMATION


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


Name of Firm (Bank, Brokerage, Custodian):


Account Name:


Account Number:


Representative Name:


Representative Phone Number:


Address:


City, State, Zip:



    	16



    	 



    
IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER
MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE 17.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 18.


EXECUTION
BY NATURAL PERSONS


	
        _____________________________________________________________________________

        Exact Name in Which Title is to be Held

	
        _________________________________

        Name (Please Print)
	 	
        _________________________________

        Name of Additional Purchaser

	
        _________________________________

        Residence: Number and Street
	 	
        _________________________________

        Address of Additional Purchaser

	
        _________________________________

        City, State and Zip Code
	 	
        _________________________________

        City, State and Zip Code

	
        _________________________________

        Social Security Number
	 	
        _________________________________

        Social Security Number

	
        _________________________________

        Telephone Number
	 	
        _________________________________

        Telephone Number

	
        _________________________________

        Fax Number (if available)
	 	
        ________________________________

        Fax Number (if available)

	
        _________________________________

        E-Mail (if available)
	 	
        ________________________________

        E-Mail (if available)

	
        __________________________________

        (Signature)

         

         
	 	
        ________________________________

        (Signature of Additional Purchaser)

	ACCEPTED this ___ day of _________ 20__, on behalf of the Company.
	 	
         

        By:_________________________________

        Name:


Title:

	 	 


 


 


 


 





 


 


[SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT]






    	17



    	 



    
EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY


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


 


	
        _____________________________________________________________________________

        Name of Entity (Please Print)

	Date of Incorporation or Organization:
	State of Principal Office:
	
        Federal Taxpayer Identification Number:

        ____________________________________________

        Office Address

         

        ____________________________________________

        City, State and Zip Code

         

        ____________________________________________

        Telephone Number

         

        ____________________________________________

        Fax Number (if available)

         

        ____________________________________________

        E-Mail (if available)

         

	 	By: _________________________________
 Name:
 Title:
	
        [seal]

        Attest: _________________________________

        (If Entity is a Corporation)
	
        _________________________________

        _________________________________

        Address

	 	 
	ACCEPTED this ____ day of __________ 20__, on behalf of the Company.
	 	
         

         

        By: _________________________________

        Name:

        Title:



 


 


 


[SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT]






    	18



    	 



    



INVESTOR QUESTIONNAIRE


Instructions: Check all boxes below
which correctly describe you.


		o	You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv)
an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as
defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii)
a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit
plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1)
the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”),
is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall
subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501
of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and
the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors.



		o	You are a private business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940, as amended.



		o	You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case
not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000.



		o	You are a director or executive officer of the Company.



		o	You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds
$1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units.



		o	You are a natural person who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable
expectation of reaching the same income level in the current year.



		o	You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose
of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) of Regulation D.



		o	You are an entity in which all of the equity owners are persons or entities described in one of
the preceding paragraphs.







    	19



    	 



    
Check all boxes below which correctly describe you.


With respect to this investment in the Units, your:


Investment Objectives:  p
Aggressive Growth p Speculation


Risk Tolerance:  o
Low Risk  o Moderate Risk  p
High Risk


Are you associated with a FINRA Member Firm?  o
Yes  o No


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


____  
____  I/We understand that this investment is not guaranteed.


____  
____  I/We are aware that this investment is not liquid.


____  
____  I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment
in this offering.


____  
____  I/We confirm that this investment is considered “high risk.” (This type of investment is considered
high risk due to the inherent risks including lack of liquidity and lack of diversification.  Success or

failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control
of the investors. While potential loss is limited to the amount invested, such loss is possible.)


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


	
        

        

        ___________________________________

        Name of Purchaser [please print]

        ___________________________________

        Signature of Purchaser (Entities please

        provide signature of Purchaser’s duly

        authorized signatory.)

        ___________________________________

        Name of Signatory (Entities only)

        ___________________________________

        Title of Signatory (Entities only)
	
        

        

        ___________________________________

        Name of Co-Purchaser [please print]

        ___________________________________

        Signature of Co-Purchaser



 


 


 


 


[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]


 


 


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