Coronado Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.

DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
"Agreement") is made effective as of the 16th day of December,
2011.

	BETWEEN: 	Coronado Corp. (the "Company") 
	  	518 17th Street, Suite 1000 
	  	Denver, Colorado 80202 
	 	 
	AND: 	Michael Bodino (the "Subscriber")



WHEREAS:

A.                      The
Subscriber wishes to subscribe for 216,666 common shares in the capital stock of
our Company (the “Shares”), at a deemed price of $0.75 per Share, for an
aggregate cost of $162,500 (the “Subscription Proceeds”); 

B.                      The
Company is indebted to the Subscriber in the amount of $162,500 (the
"Outstanding Amount”); 

C.                      In
lieu of receiving cash as payment of the Outstanding Amount and accrued
interest, the Subscriber has agreed to accept the Shares as full payment of the
Outstanding Amount and accrued interest pursuant to the terms and conditions set
forth in this Agreement; and

D.                      In
lieu of receiving cash in payment of the Subscription Proceeds, the Company is
willing to apply $162,500 of the Outstanding Amount as payment of the
Subscription Proceeds.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




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1. Interpretation

1.1                    In
this Agreement, words importing the singular number only shall include the
plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organizations, governmental bodies and
other legal or business entities of any kind whatsoever.

1.2                    Any
reference to currency is to the currency of the United States of America unless
otherwise indicated.

2.                      Acknowledgement
of Indebtedness

2.1                    The
Company and the Subscriber acknowledge and agree that the Company is indebted to
the Subscriber in the amount of the Outstanding Amount.

3.                      Payment
of Indebtedness

3.1                    As
full and final payment of the Outstanding Amount and accrued interest to the
Subscriber, and as payment of the Subscription Proceeds, the Company will on the
Closing Date (as defined herein) issue to the Subscriber the Shares, as fully
paid and non-assessable, and the Subscriber will accept the Shares as full and
final payment of the Outstanding Amount.

4.                      Release

4.1                    The
Subscriber hereby agrees that upon delivery of the Shares by the Company in
accordance with the provisions of this Agreement, the Outstanding Amount and
accrued interest will be fully satisfied and extinguished, and the Subscriber
will remise, release and forever discharge the Company and its respective
directors, officers, employees, successors, solicitors, agents and assigns from
any and all obligations relating to the Outstanding Amount and accrued
interest.

5.                      Documents
Required from Subscriber

5.1                    The
Subscriber must complete, sign and return to the Company an executed copy of
this Agreement.

5.2                    The
Subscriber must complete, sign and return to the Company an executed copy of
Schedule A to this Agreement.

5.3                    The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law.

6.                      Closing

6.1                    Closing
of the offering of the Shares (the "Closing") shall occur on or before December
31, 2011, or on such other date as may be determined by the Company (the
"Closing Date").

7.                      Acknowledgements
of Subscriber

7.1                    The
Subscriber acknowledges:

	 	(a) 	
      no agency, governmental authority, regulatory body, stock
      exchange or other entity has made any finding or determination as to the
      merit for investment of, nor have any such agencies
or governmental authorities, regulatory bodies, stock
      exchanges or other entities made any recommendation or endorsement with
  respect to, the Shares;








- 3 -

	 	(b) 	
      the sale and delivery of the Shares is conditional upon
      such sale being exempt from the prospectus filing and registration
      requirements, and being exempt from the requirement to deliver an offering
      memorandum in connection with the distribution of the Shares under the
      applicable securities laws or upon the issuance of such orders, consents
      or approvals as may be required to permit such sale without the
      requirement of filing a prospectus or registration statement;

	 	 	 
	 	(c) 	
      none of the Shares have been or will be registered under
      the 1933 Act or the securities laws of any state and the Shares may not be
      offered or sold, directly or indirectly, in the United States to, or for
      the account or benefit of, a U.S. Person or a person in the United States
      unless registered under the 1933 Act and the securities laws of all
      applicable states or unless an exemption from such registration
      requirements is available, and the Company has no obligation or present
      intention of filing a registration statement under the U.S. Securities Act
      in respect of any of the Shares ;

	 	 	 
	 	(d) 	
      the Subscriber may not offer, sell or transfer the Shares
      within the United States or to, or for the account or benefit of, a U.S.
      Person, unless the Shares are registered under the 1933 Act and the
      securities laws of all applicable states or an exemption from such
      registration requirements is available;

	 	 	 
	 	(e) 	
      the acquisition of the Shares has not been made through
      or as a result of any “general solicitation or general advertising” (as
      such terms are used in Rule 502(c) of Regulation D) the distribution of
      the Shares has not been accompanied by any advertisement, including,
      without limitation, in printed public media, radio, television or
      telecommunications, including electronic display, or as part of a general
      solicitation;

	 	 	 
	 	(f) 	
      the certificates evidencing the Shares will bear a legend
      regarding restrictions on transfer as required pursuant to applicable
      Securities Laws, including applicable federal and state securities laws of
      the United States;

	 	 	 
	 	(g) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company regarding the offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      Company information, or any business plan, corporate profile or any other
      document provided to the Subscriber;

	 	 	 
	 	(h) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or advisor(s);

	 	 	 
	 	(a) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders 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) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, the Agreement or in any other 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 to the
      Company in connection therewith;








- 4 -

	 	(b) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares ;

	 	 	 	 
	 	(c) 	
      no documents in connection with this offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 	 
	 	(i) 	
      there is no government or other insurance covering any of
      the Shares ;

	 	 	 	 
	 	(j) 	
      the Company is relying on an exemption from the
      requirements to provide the Subscriber with a prospectus or registration
      statement and to sell securities through a person or company registered to
      sell securities under the securities laws or other applicable securities
      legislation and, as a consequence of acquiring Shares pursuant to this
      exemption, certain protections, rights and remedies provided by the
      securities laws or other applicable securities legislation including
      statutory rights of rescission or damages, will not be available to the
      Subscriber; and

	 	 	 	 
	 	(k) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the
    Shares;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of the
      Shares; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the
    Shares.



8.                      Representations,
Warranties and Covenants of the Subscriber

8.1                    The
Subscriber hereby represents and warrants to the Company (which representations
and warranties shall survive the Closing) that:

	 	(a) 	
      the Subscriber is resident in the United
States;

	 	 	 
	 	(b) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(c) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Subscriber is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time, and can afford the complete loss of such
      investment;

	 	 	 
	 	(e) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(f) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Subscriber, or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(g) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;







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	 	(h) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Company, and the
      Subscriber is providing evidence of such knowledge and experience in these
      matters through the information requested in this Agreement;

	 	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;

	 	 	 	 
	 	(j) 	
      all information contained in this Agreement is complete
      and accurate and may be relied upon by the Company, and the Subscriber
      will notify the Company immediately of any material change in any such
      information occurring prior to the closing of the issuing of the Shares
      ;

	 	 	 	 
	 	(k) 	
      the Subscriber is receiving the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Shares,
      and the Subscriber has not subdivided his interest in the Shares with any
      other person;

	 	 	 	 
	 	(l) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares ;

	 	 	 	 
	 	(m) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Shares and the Company;

	 	 	 	 
	 	(n) 	
      if the Subscriber is receiving the Shares as a fiduciary
      or agent for one or more investor accounts, the investor accounts for
      which the Subscriber acts as a fiduciary or agent satisfy the definition
      of an "Accredited Investor", as the term is defined under Regulation D of
      the 1933 Act;

	 	 	 	 
	 	(o) 	
      if the Subscriber is receiving the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not receiving the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 	 
	 	(q) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares ;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares ;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation
  system.







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8.2                    The
Subscriber hereby covenants with the Company (which covenants shall survive the
Closing) that:

	 	(a) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Shares unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(b) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders 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) 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 to the Company in
      connection therewith; and

	 	 	 
	 	(c) 	
      the Subscriber will not offer or sell any of the Shares
      in the United States or, directly or indirectly, to U.S. Persons except in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act, or pursuant to an exemption
      from, or in a transaction not subject to, the registration requirements of
      the 1933 Act and in each case only in accordance with applicable state and
      provincial securities laws.



8.3                    In
this Agreement, the term "U.S. Person" shall have the meaning ascribed thereto
in Regulation S.

9.                      Representations
and Warranties will be Relied Upon by the Company

9.1                    The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that such representations and warranties may
be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to receive the Shares under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to receive the Shares under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Shares on the Closing Date, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the receipt by the Subscriber of Shares and will continue in
full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Shares.

10.                    Resale
Restrictions

10.1                   The
Subscriber acknowledges that any resale of the Shares will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with United States federal securities laws and
all applicable state and provincial securities laws or exemptions from such
registration requirements are available.

10.2                   The
Subscriber acknowledges that restrictions on the transfer, sale or other
subsequent disposition of the Shares by the Subscriber may be imposed by
securities laws in addition to any restrictions referred to in Section 10.1
above.




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11.                    Acknowledgement
and Waiver

11.1                  The
Subscriber has acknowledged that the decision to receive the Shares was solely
made on the basis of publicly available information. The Subscriber hereby
waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.

12.                    Legending
and Registration of Subject Shares

12.1                  The
Subscriber hereby acknowledges that a legend may be placed on the certificates
representing any of the Shares to the effect that the Shares represented by such
certificates are subject to a hold period and may not be traded until the expiry
of such hold period except as permitted by applicable securities
legislation.

12.2                  The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

13.                    Costs

13.1                  The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the receipt of the Shares shall be borne by the
Subscriber.

14.                    Governing
Law

14.1                  This
Agreement is governed by the laws of the State of Nevada and the federal laws of
the United States applicable therein.

15.                    Survival

15.1                  This
Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
recceipt of the Shares by the Subscriber.

16.                    Assignment

16.1                  This
Agreement is not transferable or assignable.

17.                    Execution

17.1                  The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Agreement and acceptance by the Company of such facsimile
copy shall be equally effective to create a valid and binding agreement between
the Subscriber and the Company in accordance with the terms hereof.

18.                    Severability

18.1                  The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.

19.                    Entire
Agreement

19.1                  Except
as expressly provided in this Agreement and in the agreements, instruments and
other documents contemplated or provided for herein, this Agreement contains the
entire agreement between the parties with respect to the receipt of the Shares
and there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the Company or
by anyone else.




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20.                    Notices

20.1                  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
the signature page of this Agreement and notices to the Company shall be
directed to it at 1800 Boulder Street, Suite 600, Denver, Colorado 80211,
Attention the President, telephone number (303) 455-2550.




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21.                    Counterparts

21.1                  This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall constitute an original and all of which together
shall constitute one instrument.

DELIVERY INSTRUCTIONS

	1. 	
      Delivery - please deliver the certificates to:

	 	 
		
      W.L. Macdonald Law Corp.

	 	 
		
      Suite 400, 570 Granville Street, Vancouver, BC V6C
    3P1

	 	 
	2. 	
      Registration - registration of the certificates which are
      to be delivered at closing should be made as follows:

	 	 
		
      Michael Bodino 

	 	(name)
	 	 
		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that it will deliver
      to the Company all such additional completed forms in respect of the
      Subscriber's receipt of the Shares as may be required for filing with the
      appropriate securities commissions and regulatory
  authorities.



IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement effective as of the date first above mentioned.

	 	Michael Bodino 
	 	(Name of Subscriber – Please type or print)
  
	 	  
	 	  
	 	/s/
      Michael Bodino 
	 	(Signature and, if applicable, Office) 
	 	  
	 	  
	 	  
	 	(Address of Subscriber) 
	 	  
	 	  
	 	  
	 	(City, State or Province, Postal Code of 
	 	Subscriber) 
	 	  
	 	  
	 	 
       U.S.A. 
	 	(Country of Subscriber)







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A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by HS3 TECHNOLOGIES, INC.

DATED at ______________ effective the _____ day of
__________________, 2011.

	Per: 	 	 
		Authorized Signatory 	 






SCHEDULE A

UNITED STATES
ACCREDITED INVESTOR
QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of
the Issuer. The purpose of this Questionnaire is to assure the Issuer that each
Subscriber will meet the standards imposed by the 1933 Act and the appropriate
exemptions of applicable state securities laws. The Issuer will rely on the
information contained in this Questionnaire for the purposes of such
determination. The Securities will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Securities or any other securities of the Issuer in any state other
than those specifically authorized by the Issuer.

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Issuer deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Securities hereunder.

The Subscriber covenants, represents and warrants to the Issuer
that it satisfies one or more of the categories of “Accredited Investors”, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which the Subscriber satisfies.)

	________ Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US $5,000,000.      

	  	
       

	________ Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000. 

	  	
       

	________ Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $360,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	  	
       

	________ Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 361(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, 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, whose investment decisions are
  made solely by persons that are accredited investors.








- 2 -

	________ Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States).

	 	
       

	        X         Category
      6	
      A director or executive officer of the Issuer.

	 	
       

	________ Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act.

	 	
       

	________ Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing
categories.





	
      Note that prospective Subscriber claiming to satisfy one
      of the above categories of Accredited Investor may be required to supply
      the Issuer with a balance sheet, prior years’ federal income tax returns
      or other appropriate documentation to verify and substantiate the
      Subscriber’s status as an Accredited Investor. 

	
       

	
      If the Subscriber is an entity which initialled Category
      8 in reliance upon the Accredited Investor categories above, state the
      name, address, total personal income from all sources for the previous
      calendar year, and the net worth (exclusive of home, home furnishings and
      personal automobiles) for each equity owner of the said entity: 

	
       

	 
	
      The Subscriber hereby certifies that the information
      contained in this Questionnaire is complete and accurate and the
      Subscriber will notify the Issuer promptly of any change in any such
      information. If this Questionnaire is being completed on behalf of a
      corporation, partnership, trust or estate, the person executing on behalf
      of the Subscriber represents that it has the authority to execute and
      deliver this Questionnaire on behalf of such entity. 

	
       

	
      IN WITNESS WHEREOF, the undersigned has executed this
      Questionnaire as of the ___ day of _______________ , 2011.
  




	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	  	 	  
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	  	 	Michael Bodino 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity