SITESTAR CORPORATION


SUBSCRIPTION AGREEMENT


Sitestar Corporation


4026 Wards Rd. Ste, G1 #271


Lynchburg, VA


Attn: Steven L. Kiel


 


Ladies and Gentlemen:


 


The undersigned
(the “Subscriber”) hereby tenders this subscription (this “Subscription Agreement”) to Sitestar Corporation,
a Nevada corporation (the “Company”), and applies to purchase that number of Offered Shares of the Company as is set
forth on Exhibit A attached hereto. Capital terms used herein but not otherwise defined shall have the respective meanings
given to them in the Confidential Private Placement Memorandum of the Company dated September 20, 2016 (the “Memorandum”).
This Subscription Agreement shall not be valid unless and until it is accepted in writing by the Company and a countersigned copy
of the same is returned to the Subscriber. Instructions as to payment of the subscription price and delivery of this Subscription
Agreement are set forth in Exhibit A hereto.


 


The primary purpose
of the Investor Questionnaire, attached as Exhibit B hereto, is to assure the Company that the Subscriber is an “accredited
investor,” as defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”) and is not a “bad actor,” as defined
in Rule 506(d) of Regulation D. The foregoing relates to regulatory minimums only, and the Company reserves the right to reject
any subscription for the Offered Shares, in whole or in part, for any or no reason. By executing this Subscription Agreement and
completing the Investor Questionnaire, the Subscriber acknowledges that the Subscriber understands that the Company is relying
upon the accuracy and completeness of the Investor Questionnaire, in particular upon the Subscriber’s complying with its
obligations under applicable securities laws.


 


An investment
in the Interests involves a high degree of risk. See, the section of the Memorandum entitled “Risk Factors,”
for a discussion of some such risks.


 


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


 


	1.		Bona Fide Residence/Accredited Investor. The Subscriber is a bona fide resident
and domiciliary, not a transient or temporary resident, of the state indicated next to the Subscriber’s signature hereto.
The Subscriber is not a nonresident alien of the United States. The Subscriber confirms herewith that it is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act, and is not a “bad
actor,” as defined in Rule 506(d) of Regulation D.



 


	2.		Requirement to Update Information. The information contained in this Subscription
Agreement (including the Investor Questionnaire), and any other information furnished by the Subscriber to the Company is correct
and complete as of the date of this Subscription Agreement and as of the date of the Subscriber’s purchase of Offered Shares,
and the Subscriber agrees promptly to notify the Company if there is any change with respect to any of the information or representations
relating to the Subscriber contained herein, in the Investor Questionnaire and any other document delivered by the Subscriber
to the Company, and to provide such further information as the Company may request. The Subscriber agrees that at any time in
the future at which the Subscriber makes an additional subscription for Offered Shares, the Subscriber shall be deemed to have
reaffirmed as of the date of the making of such additional subscription, each and every agreement, acknowledgement, covenant,
representation and warranty made by the Subscriber in this Subscription Agreement.



 


	3.		Securities Not Registered. The Subscriber understands that the Offered Shares
have not been registered under the Securities Act, or any applicable state securities laws. The Subscriber understands that the
Offered Shares are being offered in reliance upon exemptions from registration pursuant to the provisions of Sections 4(2) and
Rule 506 of Regulation D promulgated under the Securities Act and therefore the Offered Shares cannot be resold unless they are
registered under the Securities Act or an exemption therefrom is available.



 


In connection with
the foregoing, the Subscriber makes the following representations, warranties, covenants and agreements with the intent that the
same may be relied upon by the Company in determining the Subscriber’s suitability as a purchaser of the Offered Shares:


 


	a.		Acquired Solely for the Subscriber. The Offered Shares for which the Subscriber
hereby subscribes, or is otherwise entitled, will be acquired solely for the account of the Subscriber for investment purposes
only. The Offered Shares are not being purchased or otherwise acquired for subdivision or fractionalization. The Subscriber has
no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the
Offered Shares for which the Subscriber subscribes or is otherwise entitled, or any part thereof, and the Subscriber shall not
enter into any such contract, undertaking, agreement or arrangement.



 


	b.		Transferability of the Offered Shares Without Registration. The Subscriber
agrees not to dispose of the Offered Shares or any interest therein, and the Company will not be obligated to treat any transferee
as the registered holder or to issue Offered Shares, unless prior to the issuance or transfer the Company receives:



 


	i.		From the proposed transferee (1) an opinion of counsel to the proposed transferee,
at the transferee’s expense (which counsel shall be, and which opinion in form and substance shall be reasonably satisfactory
to the Company), to the effect that the proposed purchase or transfer does not require registration under the Securities Act or
registration, qualification or other filings under state securities laws or applicable regulations and that the proposed transferee
has been provided information sufficient, in the opinion of the Company, to permit counsel to the Company to render such opinion;
and (2) a letter, in form acceptable to the Company, executed by the proposed transferee, acknowledging that said transferee (i)
has read all available information regarding the Company including any reports to shareholders of common stock of the Company,
(ii) agrees to provide any information about itself and its investments as required either by the Company or applicable regulatory
authorities; and (iii) confirms that the Company has not offered to repurchase the Offered Shares; and



 


	ii.		From the Subscriber, an opinion of counsel to the Subscriber, at the Subscriber’s
expense (which counsel shall be, and which opinion in form and substance shall be, reasonably satisfactory to the Company), to
the effect that such transfer or disposition does not require registration under the Securities Act or registration, qualification
or other filings under state securities laws or applicable regulations or information sufficient in the opinion of the Company
to permit counsel to the Company to render such opinion.



 


	c.		No Obligation to Register. The Subscriber understands that the Offered Shares
will not be registered under the Securities Act and that the Offered Shares will either be “restricted securities”
as that term is defined in the Securities Act or “control securities” as determined under the Securities Act. The
Subscriber also understands that the Company is under no obligation to register such securities or to file any reports, required
by Rule 144 or otherwise, adopted under the Securities Act.



 


	d.		No General Solicitation. The Offered Shares were not offered to the Subscriber
by means of any general solicitation or general advertising by the Company or any person acting on its behalf, including without
limitation (i) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media
or broadcast over television or radio, or (ii) any seminar or meeting to which the Subscriber was invited by any general solicitation
or general advertising.



 


	e.		Documentation. The Subscriber has read, understands, and is fully familiar
with the contents of the Memorandum and the Articles and By-laws of the Company. If the Subscriber is an individual retirement
account, the owner of the individual retirement account or fiduciary directing the investment of the plan has read and understands
the same, and has concluded that the proposed investment in Offered Shares is prudent, is consistent with its fiduciary responsibilities,
if any, and is in all respects compliant with applicable U.S. federal, state, and local law.



 


	f.		Availability of Investment Information. The Company has made all documents
pertaining to this purchase of the Offered Shares available to the Subscriber’s attorney, fiduciary, adviser and/or accountant
and the Subscriber and has provided the Subscriber, its attorney, fiduciary, adviser and/or accountant an opportunity to ask questions
and secure additional information concerning the Offered Shares and the Company and all additional matters considered by the Subscriber
to be relevant to this investment.



 


	g.		Reliance Solely on Information Provided. The Subscriber has relied solely upon
the information provided by the Company and independent investigations made by the Subscriber and/or its representatives in deciding
to purchase Offered Shares offered hereby and no representations or agreements other than those set forth in the written information
provided by the Company have been made to the undersigned with respect thereto.



 


	4.		Characteristics of Offered Shares. The Subscriber acknowledges, agrees and
is aware of the following:



 


	a.		The Offered Shares have not been approved or disapproved by the SEC or any state securities
commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of the Memorandum. Any representation
to the contrary is a criminal offense. In making an investment decision, the Subscriber must rely on its own examination of the
Company and the terms of the Private Placement, including the merits and risks involved.



 


	b.		The Offered Shares are subject to substantial restrictions on transferability and
resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws,
pursuant to registration or exemption therefrom. The Subscriber should be aware that it will be required to bear the financial
risks of a purchase of Offered Shares for an indefinite period of time. There is no public or other market for the Offered Shares
and it is not believed that any such market will develop.



 


	5.		Indemnification. The Subscriber hereby agrees to indemnify, defend and hold
harmless the Company and each of its officers, directors, representatives, advisors and other agents from and against any loss,
damage, liability or expense, including costs and reasonable attorney’s fees and disbursements, which any of them may incur
by reason of, or in connection with, any misrepresentation made by the Subscriber in the Investor Questionnaire or in this Subscription
Agreement, any breach by the Subscriber of the representations and warranties set forth herein, and/or failure by the Subscriber
to fulfill any of its representations, warranties, covenants or agreements set forth herein, or the sale or distribution of any
of the Offered Shares by the Subscriber in violation of the Securities Act or any other law, rule, regulation, order or decree.



 


	6.		Investment Risk. Purchase of the Offered Shares involves significant risks.
No purchase of the Offered Shares should be made by a person who is not in a position to lose the entire amount of such investment.
See “Risk Factors” in the Memorandum.



 


	7.		Required Legends. The Subscriber understands that certificates representing
the Offered Shares will contain or be endorsed with the following, or a substantially similar, legend:



 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR
DISPOSED OF (A “TRANSFER”) UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF A SUBSCRIPTION AGREEMENT BETWEEN THE
REGISTERED HOLDER AND THE CORPORATION (THE “AGREEMENT”) (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION
AND WHICH WILL BE FURNISHED BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE). THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY
STATE SECURITIES OR “BLUE SKY” LAWS. ACCORDINGLY, NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
BE MADE EXCEPT IN ACCORDANCE WITH THE AGREEMENT AND (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AMENDMENT THERETO UNDER
THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES OR “BLUE
SKY” LAWS.”


 


	8.		Neither this Subscription Agreement, nor any interest of the Subscriber herein, shall
be assignable or transferable by the Subscriber in whole or in part, except by operation of law.



 


	9.		Except as otherwise specifically provided herein, any notice or other communication
required or permitted to be given hereunder shall be in writing and shall by certified mail, return receipt requested, or by Federal
Express, Express Mail or similar overnight delivery or courier service or delivered in person to the party to whom it is to be
given as follows: if to the Company, at the address set forth on the first page hereof, and if to the Subscriber, at the address
set forth on the signature page hereof (or, in any case, to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 9). Any notice shall be deemed given at the time of receipt thereof.



 


	10.		The Subscriber understands that Alston & Bird LLP acts as counsel to the Company
for the Private Placement. The Subscriber also understands that, in connection with this offering of Offered Shares and subsequent
advice to the Company, Alston & Bird LLP will not be representing prospective, current or former stockholders in the Company,
including the Subscriber, and no independent counsel has been retained to represent such persons.



 


	11.		This Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto, the successors and assigns of the Company, and the permitted successors, assigns, heirs and personal representatives
of the Subscriber (including permitted transferees of the Offered Shares).



 


	12.		This Subscription Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without reference to it principles of conflicts of laws or those of any other State. Each party
hereto hereby submits to the jurisdiction of the courts of the State of New York and the Federal Courts in and for the Southern
District of New York (collectively, the “New York Courts”) in connection with any action or proceeding relating to
this Agreement and any other document executed in connection herewith. Each party agrees that any action or proceeding involving
any dispute arising out of or in connection with this Subscription Agreement shall be brought only in the New York Courts.



 


	13.		This Subscription Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and may be amended only by a writing executed by the Subscriber and the Company.



 


(Signature Page Follows)




    	 



    	 



    

IN WITNESS
WHEREOF, the undersigned has duly completed and executed this Subscription Agreement on this ___ day of ______________, 20__.


 





	For
    Corporate, Partnership, Trust,	For
    Individual Investors:
	or
    Other Entity Investors:	 
	 	 
	____________________________	_________________________________
	(Print Name of entity)	(Signature)
	 	 
	By:_________________________	Print Name:_______________________
	 	(Signature)
	 	 
	Print Name:__________________	__________________________________
	Title:________________________	(Signature of Joint
    Tenant, Joint Investor, or Tenant in Common, if any)










Agreement
of Custodian of Individual Retirement Account


(To
be completed if investment is through an IRA)


 


The undersigned,
being the custodian of the below named individual retirement account, hereby accepts and agrees to this subscription.


 





	By:____________________________	 	________________________________
	       Signature
    of Authorized Signatory	 	Print
    Name of Custodian
	 	 	 
	______________________________	 	 
	Print
    Name of Authorized Signatory	 	 
	 	 	 
	The Subscriber requests that the Offered Shares be issued in the following name and delivered to the following address:
	 	 	 
	Name: 	 	____________________________________________
	Address:	 	____________________________________________







 


Accepted:


 


SITESTAR CORPORATION


By: _____________________________


Name: Steven
L. Kiel


Title: Chief
Executive Officer, Chief Financial Officer, and Director


Date of Acceptance:__________
, 20__




    	 



    	 



    

Exhibit A


 


NUMBER OF OFFERED SHARES AND SUBSCRIPTION PRICE


 


	Name
    of Subscriber	Number
    of Offered Shares Subscribed for by Subscriber	Price
    per Offered Share	Total
    Subscription Price
	 	 	$0.001
    par value	$


 


Initials of the Subscriber: _____


 


A Subscriber wishing
to subscribe for Offered Shares may do so by taking the following steps:


 


1.       Sign
the Subscription Agreement, email an executed copy as a PDF file to steven@sitestarcorp.com and, if requested by the Company,
send an executed copy to the address below:


 


Sitestar Corporation


4026 Wards Rd. Ste, G1
#271


Lynchburg, VA


Attn: Steven L. Kiel


 


2.       Paying
the subscription price either by bank or certified check made payable to the order of “Sitestar Corporation” and mailed
to the address listed above, or by wire transfer to the Company’s account as follows:


 


Sitestar Corporation


 


	Bank:	 
	SWIFT
    Code:	 
	ABA
    #	 
	Account
    Name:	 
	Account
    #:	 


 


Payment of the purchase
price should be mailed or wired simultaneously with the Subscriber’s delivery of this Subscription Agreement to the Company.


 


Subscription Confirmation


(to be completed by the Company)


 


	Name
    of Subscriber	Approved
    Number of Offered Shares to be Purchased by Subscriber	Price
    per Offered Share	Total
    Subscription Price
	 	 	$0.001
    par value	$


 


Initials of Steven L. Kiel: _____




    	 



    	 



    

Exhibit B


 


INVESTOR QUESTIONNAIRE


 


Sitestar Corporation


 


The undersigned
understands that no offer of Offered Shares is made, nor will any subscription be accepted for, prior to the receipt by the Company
of the information required by this Investor Questionnaire and the execution of the Subscription Agreement provided to the undersigned.


 


The undersigned
also understands and agrees that the Company will use its best efforts to keep the answers provided herein strictly confidential
at all times; however, the Company may present a copy of this Investor Questionnaire to such parties as it deems appropriate in
order to assure itself that the offer and sale of the Offered Shares will not result in a violation of the Securities Act or a
violation of the securities laws of any state or any other jurisdiction.


 


(Remainder of Page
Left Blank Intentionally)


 


 


 




    	 



    	 



    

I.       GENERAL INFORMATION


 


The information
requested below should be provided in regard to the individual, corporation, partnership, trust or other entity which is investing
in the Company.


 


		1.	NAME
                                         OF PERSON OR ENTITY:___________________________________



		2.	INDICATE
                                         TYPE OF ENTITY



		[
                            ]	Corporation



		[
                            ]	Partnership



		[
                            ]	Trust



		[
                            ]	Limited
                                         Liability Company



		[
                            ]	Other (please
                                         specify):________________________________________



		[
                            ]	Not applicable:
                                         Subscriber is an individual investor



		3.	JURISDICTION
                                         IN WHICH ORGANIZED



OR
INCORPORATED, IF APPLICABLE:_____________________________________


		4.	DATE
                                         OF ORGANIZATION OR INCORPORATION:___________________________



		5.	SOCIAL
                                         SECURITY NUMBER OR



IRS
TAXPAYER IDENTIFICATION NUMBER (IF ANY):_______________________


		6.	BUSINESS
                                         ADDRESS:____________________________________________________



(Street)


________________________________________________________________________


(City)
(State)  (Zip Code)


		7.	BUSINESS
                                         TELEPHONE NUMBER:________________________________________



		8.	BUSINESS
                                         FACSIMILE NUMBER:____________________________________



9.
IF APPLICABLE, THE UNDERSIGNED REPORTS ITS INCOME FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ON THE BASIS OF A:


[
] CALENDAR YEAR; OR


[
] FISCAL YEAR ENDING ON________________________________. 




    	 



    	 



    

		II.	INVESTOR
                                         SUITABILITY STANDARDS — ACCREDITED INVESTORS



 Please initial in the space provided below whether
you are an “accredited investor”. You must also initial at least one of (a)-(n) below, to indicate how you
qualify as an accredited investor.


 


		______	Subscriber
                                         is an “accredited investor” within the meaning of Rule 501(a) of Regulation
                                         D under the Securities Act, and comes within the following category or categories under
                                         Rule 501(a):



 


		_____	(a) a natural person whose individual net worth, or
                                                                                                    joint net worth with his or her spouse,                                          at the time of purchase of the Offered
                                                                                                    Shares, exceeds $1,000,000 excluding the value                                          of such natural person’s
                                                                                                    primary residence.[1]



 


		_____	(b) a corporation, a Massachusetts or similar
                                                                                                    business trust, a partnership, or an organization                                          described in Section 501(c)(3) of
                                                                                                    the Internal Revenue Code, which has total assets in                                          excess of $5,000,000 and which
                                                                                                    was not formed for the specific purpose of acquiring Offered                                          Shares.



 


		_____	(c) 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 his or
                                                                                                    her spouse in excess of $300,000 in each                                          of those years, and who has a reasonable
                                                                                                    expectation of reaching the same income level                                          in the current year.



 


		_____	(d) a trust with total assets in excess of
                                                                                                    $5,000,000 which was not formed for the specific                                          purpose of acquiring Offered Shares
                                                                                                    and whose purchase of Offered Shares was directed                                          by a person who has such knowledge
                                                                                                    and experience in financial and business matters that                                          he is capable of evaluating
                                                                                                    the merits and risks of the investment.



 


		_____	(e) an entity in which all of the equity
                                                                                                    owners are accredited investors.



 


[1] In calculating
net worth, you must exclude the value of any positive equity that you may have in your primary residence. If indebtedness secured
by your primary residence exceeds the estimated fair market value of such primary residence, you should reduce your net worth
by the amount of any such excess indebtedness.  The fair market value of a primary residence and the amount of outstanding
indebtedness should be measured as of the proposed subscription date.  In addition, if outstanding indebtedness secured by
your primary residence has increased (other than as a result of the acquisition of such primary residence) in the 60-day period
preceding the proposed subscription date (e.g., due to a home equity loan), you should reduce your net worth by the amount
of such increase.



    	 	

	 



    	 



    




		_____	(f) a bank, as defined in Section 3(a)(2) of the
                                                                                                    Securities Act, acting in its individual                                          or fiduciary capacity.



 


		_____	(g) a savings and loan association or other
                                                                                                    institution as defined in Section 3(a)(5)(A)                                          of the Securities Act, acting in its
                                                                                                    individual or fiduciary capacity.



 


		_____	(h) a broker or dealer registered pursuant to
                                                                                                    Section 15 of the Securities Exchange Act of                                          1934, as amended (the “Exchange
                                                                                                    Act”).



 


		_____	(i) an insurance company as defined in Section
                                                                                                    2(a)(13) of the Securities Act.



 


		_____	(j) an investment company registered under the
                                                                                                    Investment Company Act of 1940, as amended,                                          or a business development company as
                                                                                                    defined in Section 2(a)(48) of such Act.



 


		_____	(k) a small business investment company licensed by
                                                                                                    the Small Business Administration under                                          Section 301(c) or (d) of the Small Business
                                                                                                    Investment Act of 1958, as amended.



 





		_____	(l) a plan which has total assets in excess of
                                                                                                    $5,000,000 and which is established and maintained                                          by a state, its political
                                                                                                    subdivisions, or any agency or instrumentality of a state or                                          its political
                                                                                                    subdivisions for the benefit of its employees.



 


		_____	(m) an employee benefit plan within the meaning of
                                                                                                    the Employee Retirement Income Security                                          Act of 1974, as amended
                                                                                                    (“ERISA”), if the investment decision 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 if the                                          employee
                                                                                                    benefit plan has total assets in excess of $5,000,000 or, if a self-directed                                          plan,
                                                                                                    with investment decisions made solely by persons that are accredited investors.



 


		_____	(n) a private business development company as
                                                                                                    defined in Section 202(a)(22) of the Investment                                          Advisers Act of 1940, as amended
                                                                                                    (the “Advisers Act”).



 




    	 



    	 



    

		III.	INVESTOR
                                         SUITABILITY STANDARDS — NO BAD ACTOR



 Please check the applicable boxes found below.


 


Subscriber represents that each of the following are true:


 


		1.	The
                                         Subscriber has not, within the last ten (10) years, been convicted of a felony or misdemeanor,
                                         in the United States, (i) in connection with the purchase or sale of any security, (ii)
                                         involving the making of any false filing with the SEC or (iii) arising out of the conduct
                                         of the business of an underwriter, broker, dealer, municipal securities dealer, investment
                                         adviser or paid solicitor of purchasers of securities;



 


		2.	The
                                         Subscriber is not currently subject to any order, judgment or decree of any court of
                                         competent jurisdiction, entered in the last five (5) years, that restrains or enjoins
                                         the Subscriber from engaging in any conduct or practice (i) in connection with the purchase
                                         or sale of any security, (ii) involving the making of a false filing with the SEC or
                                         (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
                                         securities dealer, investment adviser or paid solicitor of purchasers of securities;



 


		3.	The
                                         Subscriber is not currently subject to a “final order”[2] of a
                                         state securities commission (or an agency or officer of a state performing like functions),
                                         a state authority that supervises or examines banks, savings associations, or credit
                                         unions, a state insurance commission (or an agency or officer of a state performing like
                                         functions), an appropriate federal banking agency, the National Credit Union Administration,
                                         or the Commodity Futures Trading Commission, that (i) bars the Subscriber from: (A) association
                                         with an entity regulated by such commission, authority, agency, or officer; (B) engaging
                                         in the business of securities, insurance, or banking; or (C) engaging in savings association
                                         or credit union activities; or (ii) constitutes a final order based on a violation of
                                         any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within
                                         the last ten (10) years;



		4.	The
                                         Subscriber is not currently subject to an order of the SEC pursuant to Section 15(b)
                                         or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Advisers Act that (i) suspends
                                         or revokes the Subscriber’s registration as a broker, dealer, municipal securities
                                         dealer or investment adviser, (ii) places limitations on the Subscriber’s activities,
                                         functions or operations or (iii) bars the Subscriber from being associated with any entity
                                         or from participating in the offering of any penny stock;









		5.	The
                                         Subscriber is not currently subject to any order of the SEC, entered in the last five
                                         (5) years, that orders the Subscriber to cease and desist from committing or causing
                                         a violation or future violation of (i) any scienter-based anti-fraud provision of the
                                         federal securities laws (including without limitation the Securities Act), Section 10(b)
                                         of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and
                                         Section 206(1) of the Advisers Act, or any other rule or regulation thereunder) or (ii)
                                         Section 5 of the Securities Act;



		6.	The
                                         Subscriber is not currently suspended or expelled from membership in, or suspended or
                                         barred from association with a member of, a registered national securities exchange or
                                         registered national or affiliated securities association for any act or omission to act
                                         constituting conduct inconsistent with just and equitable principles of trade;



		7.	The
                                         Subscriber has not filed as a registrant or issuer, or have not been named as an underwriter
                                         in, a registration statement or Regulation A offering statement filed with the SEC that,
                                         within the last five (5) years, (i) was the subject of a refusal order, stop order, or
                                         order suspending the Regulation A exemption or (ii) is currently the subject of an investigation
                                         or proceeding to determine whether such a stop order or suspension order should be issued;
                                         and






[2] The term “final order” means
a written directive or declaratory statement issued by a federal or state agency pursuant to applicable statutory authority that
provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.
A final order may still be subject to appeal and otherwise meet this definition.



    	 	

	 



    	 



    

 





		8.	The
                                         Subscriber is not subject to (i) a United States Postal Service false representation
                                         order entered into within the last five (5) years, or (ii) a temporary restraining order
                                         or preliminary injunction with respect to conduct alleged by the United States Postal
                                         Service to constitute a scheme or device for obtaining money or property through the
                                         mail by means of false representations.







By checking the following box, the Subscriber confirms
that all of the foregoing representations are true and correct with respect to the Subscriber as the investor and, if the Subscriber
is submitting this agreement on behalf of an entity, with respect to each person (whether an individual or an entity) that controls
such entity (whether through ownership of voting securities or otherwise). [_]


 


If the Subscriber cannot confirm all of the representations
set forth herein by checking the box above, by checking the following box, the Subscriber (i) confirms that the Subscriber has
obtained a waiver from disqualification under Rule 506(d) of Regulation D under the Securities Act either (A) from the SEC or
(B) from the court or regulatory authority that entered the relevant order, judgment or decree and (ii) agrees to submit information
about the relevant disqualifying event and evidence of the waiver to the Company together with this Subscription Agreement. [_]








 


If the Subscriber cannot confirm all of the foregoing
matters, please contact the Company with a detailed explanation. Failure to respond will result in the Subscriber’s subscription
being rejected. If there is a change in circumstances that would result in a change in the Subscriber’s confirmation of
any of the foregoing matters, please promptly notify the Company of such change.