Unassociated Document


    4C
      CONTROLS INC. 

    104
      Summit Avenue, Box 80 

    Summit
      NJ
      07901-0080 USA

    


    SUBSCRIPTION
      AGREEMENT

    (Regulation
      S)

    


    Common
      Stock 

    


    US$_____
      Per Share of Common Stock

    


    
      	
              1.1
                

            	
              Subscription.

            


    

    


    
      	 	
              (a)

            	
              The
                undersigned subscriber (the “Subscriber”),
                intending to be legally bound, hereby irrevocably subscribes for
                and
                agrees to purchase such number of shares of Company Common Stock
                (the
                “Shares”) as set forth on the signature page hereof, to be issued by 4C
                Controls Inc., a Nevada corporation (the “Company”)
                in an offshore transaction negotiated outside the United States and
                to be
                consummated and closed outside the United States pursuant to the
                terms and
                conditions of this Agreement (this “Agreement”).
                

            


    

    


    
      	 	
              (b)

            	
              The
                Subscriber acknowledges and agrees that the price
                per Share is US$_____
                (           U.S.
                dollars per share)..

            


    

    


    
      	
              1.2
                

            	
              Procedure
                for Purchase of Shares.

            


    

    


    Following
      delivery of this Agreement to the Company together with Subscriber’s anti-money
      laundering due diligence information, the Company shall make a determination
      of
      acceptance or rejection of the Subscription. Upon notice of acceptance of this
      Agreement, the Subscriber shall deliver to the Company the full purchase price
      by wire transfer of immediately available funds in amount equal to the number
      of
      Shares subscribed by the Subscriber and accepted by the Company (the
“Purchase
      Price”).
      Wire
      instructions are attached hereto as Appendix A. The Subscriber shall fax a
      copy
      of the wire transfer information to the Company. 

    


    
      	
              1.3
                

            	
              Acceptance
                or Rejection.

            


    

    


    
      	 	
              (a)
                

            	
              The
                Subscriber understands and agrees that the Company reserves the right
                to
                accept or reject at its sole discretion this Subscription Agreement.
                The
                Company reserves the right to accept the subscription in part and
                refund
                any balance of the Purchase Price for any unaccepted portion of the
                subscription. At any time prior to the Closing the Company may reject
                or
                terminate the subscription notwithstanding delivery of notice of
                acceptance of the subscription. The Company also reserves the right
                exercisable at any time and at its sole discretion to return the
                Purchase
                Price and cancel the issuance of the Shares if the Company determines
                that
                issuance of the Shares would cause any actual or potential violation
                of
                any U.S. laws, rules or regulations or the rules of any stock market,
                securities exchange or securities quotation system.
                

            


    

    


    
      	 	
              (b)
                

            	
              The
                Subscriber understands and agrees that its subscription under this
                Agreement for the Shares is
                irrevocable.

            


    

    


    
      	 	
              (c)
                

            	
              In
                the event the sale of the Shares subscribed by the Subscriber is
                not
                consummated by the Company for any reason (in which event this
                Subscription Agreement shall be deemed to be rejected), this Subscription
                Agreement and any other agreement entered into between the Subscriber
                and
                the Company relating to this subscription shall thereafter have no
                force
                or effect and the Company shall promptly return or cause to be returned
                to
                the Subscriber the Purchase Price remitted to the Company by the
                Subscriber, without interest thereon or deduction therefrom (except
                for
                third party banking and wire transfer fees), in exchange for the
                Shares.

            


    

    


    
      	
              2.1
                

            	
              Closing.

            


    

    


    The
      closing (the “Closing”)
      of the
      purchase and sale of the Shares, shall occur following notice of acceptance
      by
      the Company of the Subscriber's subscription. The Subscriber must deliver the
      Purchase Price to the Company within five (5) business days of notice of
      acceptance of the Subscription by the Company. The Company shall use
      commercially reasonable efforts to deliver the Stock Certificates underlying
      the
      Shares to the Subscriber within ten (10) business days after the date of receipt
      of the Purchase Price. The Closing shall be deemed to occur upon confirmation
      of
      receipt by the Subscriber of the Stock Certificates representing all purchased
      Shares. If the Company does not receive the Purchase Price from the Subscriber
      by wire transfer within five (5) business days of notice of acceptance of the
      Subscription by the Company, the Company may at its sole discretion terminate
      the Subscription Agreement without recourse by the Subscriber. A business day
      is
      any weekday on which banks in New York City are open for normal business, which
      for clarity excludes Saturdays, Sundays and legal bank holidays. Delivery of
      the
      Purchase Price by the Subscriber prior to acceptance of the Subscription
      Agreement by the Company shall not bind the Company in any way.



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4C
      CONTROLS INC. - REGULATION
      S SUBSCRIPTION AGREEMENT

    
      

    


    


    
      	
              3.1
                

            	
              Subscriber
                Representations and Warranties.

            


    

    


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

    


    
      	 	
              (a)
                

            	
              The
                Subscriber represents and warrants that it is an individual, or an
                entity
                regulated under the laws of the jurisdiction set forth on the signature
                page hereto. The Subscriber acknowledges and agrees that it is acquiring
                the Stock solely for its own account for investment purposes only,
                and not
                with a view to, or for, resale, distribution or fractionalization
                thereof
                in whole or in part; and no other person has a direct beneficial
                interest
                in such Stock or any portion thereof. The Subscriber does not have
                any
                contract, undertaking, agreement or arrangement with any person to
                sell,
                transfer or grant participations to such person or to any third person,
                with respect to the Shares for which the Subscriber is subscribing
                or any
                part of the Shares. The Subscriber does not control, nor is the Investor
                controlled by or under common control with, any other Subscriber
                or
                investor in the Company. No person or persons other than Subscriber
                has a
                beneficial interest subscribed hereunder.


            


    

    


    
      	 	
              (b)
                

            	
              The
                Subscriber has full power and authority to enter into this Agreement,
                the
                execution and delivery of this Agreement has been duly authorized,
                if
                applicable, and this Agreement constitutes a valid and legally binding
                obligation of the Subscriber.

            


    

    


    
      	 	
              (c)
                

            	
              The
                Subscriber is not acquiring the Stock as a result of or subsequent
                to any
                advertisement, article, notice or other communication published in
                any
                newspaper, magazine or similar media or broadcast over television
                or
                radio, or presented at any seminar or meeting, or pursuant to any
                solicitation of a subscription by a person not previously known to
                the
                Subscriber in connection with investment securities
                generally.

            


    

    


    
      	 	
              (d)
                

            	
              The
                Subscriber understands that the Company is under no obligation to
                register
                the Shares under the U.S. Securities Act of 1933, as amended (the
                “Securities Act”), or to assist the Subscriber in complying with the
                Securities Act or the securities laws of any state of the United
                States or
                of any foreign jurisdiction.

            


    

    


    
      	 	
              (e)
                

            	
              The
                Subscriber is (i) experienced in making investments of the kind described
                in this Agreement and the related documents, (ii) able, by reason
                of the
                business and financial experience of its officers (if an entity)
                and
                professional advisors (who are not affiliated with or compensated
                in any
                way by the Company or any of its affiliates or selling agents), to
                protect
                its own interests in connection with the transactions described in
                this
                Agreement, and the related documents, and (iii) able to afford the
                entire
                loss of its investment in the Shares. The Subscriber The Subscriber
                further understands that the Company is in inception stage of development
                and has no business or operations, the Company currently has no agreements
                or arrangements with any persons in connection
                therewith.

            


    

    


    
      	 	
              (f)
                

            	
              The
                Subscriber acknowledges its understanding that the offering and sale
                of
                the Shares is intended to be exempt from registration under the Securities
                Act; (i) The Subscriber acknowledges that the basis for the exemption
                from
                registration of the Shares may not be present if, notwithstanding
                such
                representations, the Subscriber is merely acquiring the Shares for
                a short
                term fixed or short determinable period in the future for less than
                one
                year, or for a market rise, or for sale if the market does not rise,
                provided , however, the Subscriber reserves the right to make decisions
                regarding disposition of the Shares at its own discretion; (ii) The
                Subscriber has the financial ability to bear the economic risk of
                his
                investment, has adequate means for providing for his current needs
                and
                personal contingencies and has no need for liquidity with respect
                to his
                investment in the Company; (iii) The Subscriber has such knowledge
                and
                experience in financial and business matters as to be capable of
                evaluating the merits and risks of the prospective investment in
                the
                Shares; The Subscriber also represents it has not been organized
                for the
                purpose of acquiring the Shares; (iv) The Subscriber has been provided
                an
                opportunity for a reasonable period of time prior to the date of
                signature
                by the Subscriber of this Subscription to obtain additional information
                concerning the offering of the Shares, the Company and all other
                information to the extent the Company possesses such information
                or can
                acquire it without unreasonable effort or expense; and (v) The Subscriber
                has carefully reviewed all of the Company’s filings on the website of the
                U.S. Securities and Exchange Commission (the “SEC
                Documents”)
                as filed under the Securities Exchange Act of 1934, as amended (the
                “Exchange
                Act”).

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    4C
      CONTROLS INC. - REGULATION
      S SUBSCRIPTION AGREEMENT

    
      

    

    
 

    
      	 	
              (g)
                

            	
              The
                Subscriber is not relying on the Company, or its affiliates or agents
                with
                respect to economic considerations involved in this investment. The
                Subscriber has relied solely on its own respective advisors in making
                an
                investment determination.

            


    

    


    
      	 	
              (h)
                

            	
              No
                representations or warranties have been made to the Subscriber by
                the
                Company, or any officer, employee, agent, affiliate or subsidiary
                of the
                Company, other than the representations of the Company contained
                herein,
                and in subscribing for the Shares the Subscriber is not relying upon
                any
                representations other than those contained herein. The Subscriber
                acknowledges receipt of a numbered copy as originally issued to Subscriber
                of the 4C Controls Inc. Confidential
                Private Placement Offering Memorandum, in three parts or in one exemplar
                if bound together as identified on the cover thereof, together with
                such
                numbered supplements and amendments delivered by the Company to Subscriber
                (collectively, the “Offering
                Memorandum”). The Subscriber has been furnished, has carefully read, and
                has relied solely upon the information contained in the Offering
                Memorandum and the Subscriber has not relied upon any other offering
                literature, and no oral representations or warranties have been made
                to
                the Subscriber by the Fund by any person which is inconsistent with
                the
                Offering Memorandum. No oral or written representations have been
                made, or
                oral or written information furnished, to the Subscriber or its advisers,
                if any, in connection with the subscription hereby which are inconsistent
                with the information contained in the Offering Memorandum.
                

            


    

    


    
      	 	
              (i)
                

            	
              Any
                resale of the Shares during the distribution compliance period as
                defined
                in Rule 902(f) to Regulation S shall only be made in compliance with
                exemptions from registration afforded by Regulation S. Further, any
                such
                sale of the Shares in any jurisdiction outside of the United States
                will
                be made in compliance with the securities laws of such jurisdiction.
                The
                Subscriber will not offer to sell or sell the Shares in any jurisdiction
                unless the Subscriber obtains all applicable required legal consents
                and
                regulatory approvals. 

            


    

    


    
      	 	
              (j)
                

            	
              The
                Subscriber understands that the Shares are being offered and sold
                in
                reliance on an exemption from the registration requirements of United
                States federal and state securities laws under Regulation S promulgated
                under the Securities Act and that the Company is relying upon the
                truth
                and accuracy of the representations, warranties, agreements,
                acknowledgments and understandings of The Subscriber set forth herein
                in
                order to determine the applicability of such exemptions and the
                suitability of the Subscriber to acquire the Shares. In this regard,
                the
                Subscriber in its own capacity represents, warrants and agrees that:
                (i)
                The Subscriber is not a U.S. Person (as defined below) and is not
                an
                affiliate (as defined in Rule 501(b) under the Securities Act) of
                the
                Company and is not acquiring the Shares for the account or benefit
                of a
                U.S. Person. A U.S. Person means any one of the following: (1) any
                natural
                person resident in the United States of America; (2) any partnership
                or
                corporation organized or incorporated under the laws of the United
                States
                of America; (3) any estate of which any executor or administrator
                is a
                U.S. person; (4) any trust of which any trustee is a U.S. person;
                (5) any
                agency or branch of a foreign entity located in the United States
                of
                America; (6) any non-discretionary account or similar account (other
                than
                an estate or trust) held by a dealer or other fiduciary for the benefit
                or
                account of a U.S. person; (7) any discretionary account or similar
                account
                (other than an estate or trust) held by a dealer or other fiduciary
                organized, incorporated or (if an individual) resident in the United
                States of America; and (8) any partnership or corporation if: (A)
                organized or incorporated under the laws of any foreign jurisdiction;
                and
                (B) formed by a U.S. person principally for the purpose of investing
                in
                securities not registered under the Securities Act, unless it is
                organized
                or incorporated, and owned, by accredited investors (as defined in
                Rule
                501(a) under the Securities Act) who are not natural persons, estates
                or
                trusts; (ii) At the time of the origination of contact concerning
                this
                Agreement and the date of the execution and delivery of this Agreement
                by
                the Subscriber, the Subscriber were outside of the United States;
                (iii)
                The Subscriber will not, during the period commencing on the date
                of
                issuance of the Shares and ending on the first anniversary of such
                date,
                or such shorter period as may be permitted by Regulation S or other
                applicable securities law (the “Restricted
                Period”),
                offer, sell, pledge or otherwise transfer the Shares in the United
                States,
                or to a U.S. Person for the account or for the benefit of a U.S.
                Person,
                or otherwise in a manner that is not in compliance with Regulation
                S; (iv)
                The Subscriber will, after expiration of the Restricted Period, offer,
                sell, pledge or otherwise transfer the Shares only pursuant to
                registration under the Securities Act or an available exemption therefrom
                and, in accordance with all applicable state and foreign securities
                laws;
                (v) The Subscriber was not in the United States, engaged in, and
                prior to
                the expiration of the Restricted Period and will not engage in, any
                short
                selling of or any hedging transaction with respect to the Shares,
                including without limitation, any put, call or other option transaction,
                option writing or equity swap; (vi) Neither the Subscriber nor or
                any
                person acting on his behalf has engaged, nor will engage, in any
                directed
                selling efforts to a U.S. Person with respect to the Shares and the
                Subscriber and any person acting on his behalf has complied and will
                comply with the offering restrictions requirements of Regulation
                S under
                the Securities Act; (vii) The transactions contemplated by this Agreement
                have not been pre-arranged with a buyer located in the United States
                or
                with a U.S. Person, and are not part of a plan or scheme to evade
                the
                registration requirements of the Securities Act; (viii) Neither the
                Subscriber nor any person acting on their respective behalf have
                undertaken or carried out any activity for the purpose of, or that
                could
                reasonably be expected to have the effect of, conditioning the market
                in
                the United States, its territories or possessions, for any of the
                Shares.
                The Subscriber agrees not to cause any advertisement of the Shares
                to be
                published in any newspaper or periodical or posted in any public
                place and
                not to issue any circular relating to the Shares, except such
                advertisements that include the statements required by Regulation
                S under
                the Securities Act, and only offshore and not in the U.S. or its
                territories, and only in compliance with any local applicable securities
                laws; (ix) The Subscriber consents to the Company making a notation
                on its
                records or giving instructions to any transfer agent of the Company
                in
                order to implement the restrictions on transfer of the Shares set
                forth in
                this Agreement; and (x) Each certificate representing the purchased
                Shares
                underlying the Shares shall be endorsed with the following legends,
                in
                addition to any other legend required to be placed thereon by applicable
                federal or state securities
                laws:

            


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    4C
      CONTROLS INC. - REGULATION
      S SUBSCRIPTION AGREEMENT

    
      

    


    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO
      NON-U.S. PERSONS, AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE SECURITIES ACT) AND WITHOUT REGISTRATION WITH THE UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON
      REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES
      IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE
      EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS
      IN
      COMPLIANCE WITH THE SECURITIES ACT. 

    


    
      	 	
              (k)
                

            	
              The
                Subscriber is an accredited investor as that term is defined in Rule
                501
                of the General Rules and Regulations under the Securities Act by
                reason of
                Rule 501(a)(3).

            


    

    


    
      	 	
              (l)
                

            	
              The
                Subscriber understands that an investment in the Shares is a speculative
                investment which involves a high degree of risk and the potential
                loss of
                his entire investment.

            


    

    


    
      	 	
              (m)
                

            	
              The
                Subscriber's overall commitment to investments which are not readily
                marketable is not disproportionate to the Subscriber's net worth,
                and an
                investment in the Shares will not cause such overall commitment to
                become
                excessive.

            


    

    


    
      	 	
              (n)
                

            	
              The
                Subscriber has received all documents, records, books and other
                information pertaining to the Subscriber’s investment in the Company that
                have been requested by the Subscriber.


            


    

    


    
      	 	
              (o)
                

            	
              The
                Subscriber represents and warrants to the Company that all information
                that the Subscriber has provided to the Company, including, without
                limitation, the information set forth herein and attached hereto
                or
                previously provided to the Company is correct and complete as of
                the date
                of signature and the date of acceptance of this
                Subscription.

            


    

    


    
      	 	
              (p)

            	
              The
                Subscriber
                represents1
                and warrants to the Company that the consideration tendered by the
                Subscriber to the Company are not and will not be directly or indirectly
                derived from activities that may contravene federal, state and
                international laws and regulations, including anti-money laundering
                laws;
                and The OFAC prohibits, among other things, the engagement in transactions
                with, and the provisions of services to, certain foreign countries,
                territories, entities and individuals. The lists of OFAC prohibited
                countries, territories, persons and entities can be found on the
                OFAC
                website. The Subscriber
                hereby
                represents and warrants, to the best of its knowledge, that none
                of the
                Subscriber, any person controlling, controlled by, or under common
                control
                with, the Subscriber, any person having a beneficial interest in
                the
                Subscriber, or any person for whom the Subscriber is acting as agent
                or
                nominee in connection with this investment is: a country, territory,
                individual or entity named on an OFAC list, or is an individual or
                entity
                that resides or has a place of business in a country or territory
                named on
                such lists, a senior foreign political figure2,
                or any immediate family member3
                or
                close associate4
                of
                a senior foreign political figure within the meaning of the U.S.
                Department of Treasury’s Guidance on Enhanced Scrutiny for Transactions
                That May Involve the Proceeds of Foreign Official Corruption5
                and as referenced in the USA Patriot Act of 2001;6
                or
                a "foreign shell bank"7
                and does not transact business with a "foreign shell bank." The Subscriber
                agrees to promptly notify the Company should the Subscriber become
                aware
                of any change in the information set forth in these representations.
                The
                Subscriber
                understands that, by law, the Company may be obligated to "freeze
                the
                account" of such Subscriber, either by prohibiting additional amounts,
                declining any redemption requests and/or segregating the assets in
                the
                account in compliance with governmental regulations, and the Company
                may
                also be required to report such action and to disclose the Subscriber’s
                identity to OFAC. The Subscriber understands that the Company may
                not
                accept any contributed amounts from the Subscriber if the Subscriber
                cannot make the representation set forth above and the Company may
                return
                any amounts to Subscriber if the information provided to the Company
                is
                incomplete or is deemed suspicious. The Subscriber represents and
                warrants
                that the acceptance of the Subscriber's Subscription Agreement together
                with the appropriate remittance will not breach any applicable anti-money
                laundering rules and regulations. The Subscriber undertakes to provide
                verification of its identity reasonably satisfactory (on a confidential
                basis), to the Company and/or any entity acting on the Company’s behalf in
                respect of the acceptance of subscriptions, promptly on
                request.

            


    

     

    
      
        

      

      1
        The
        Subscriber should check the U.S. Treasury Department’s Office of Foreign Assets
        Control ("OFAC") website at http://www.treas.gov/ofac
        before
        making the representations.

       

      2
        A
“senior
        foreign political figure” is defined as a current or former official in the
        executive, legislative, administrative, military or judicial branches of
        a
        non-U.S. government (whether elected or not), a senior official of a major
        non-U.S. political party, or a senior executive of a non-U.S. government-owned
        corporation. In addition, a “senior foreign political figure” includes any
        corporation, business or other entity that has been formed by, or for the
        benefit of, a senior foreign political figure.

       

      3
        “Immediate
        family” of a senior foreign political figure typically includes the figure’s
        parents, siblings, spouse, children and in-laws.

       

      4
        A
“close
        associate” of a senior foreign political figure is a person who is widely and
        publicly known to maintain an unusually close relationship with the senior
        foreign political figure, and includes a person who is in a position to conduct
        substantial domestic and international financial transactions on behalf of
        the
        senior foreign political figure.

       

      5
        Please
        see
http://www.federalreserve.gov/boarddocs/srletters/2001/sr0103a1.pdf
        for a
        more extensive discussion of the referenced terms and definitions.

       

      6
        The
        Uniting and Strengthening America by Providing Appropriate Tools Required
        to
        Intercept and Obstruct Terrorism Act of 2001, Pub. I. No. 107-56
        (2001).

       

      7
        A
“foreign
        shell bank” is a foreign bank that does not have a physical presence in any
        country.

       

    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      4C
        CONTROLS INC. - REGULATION
        S SUBSCRIPTION AGREEMENT

      
        

      

       

    

    


    
      	 	
              (q)
                

            	
              The
                Subscriber is aware that no federal or state agency has (i) made
                any
                finding or determination as to the fairness of this investment, (ii)
                made
                any recommendation or endorsement of the Shares or the Company, or
                (iii)
                guaranteed or insured any investment in the Shares or any investment
                made
                by the Company.

            


    

    


    
      	 	
              (r)
                

            	
              The
                Subscriber understands that the price of the Shares offered hereby
                bear no
                relation to the assets, book value or net worth of the Company and
                were
                determined arbitrarily by the Company. The Subscriber further understands
                that there is a substantial risk of further dilution on his or its
                investment in the Company. 

            


    

    


    


    
      	
              4.0

            	
              The
                Company represents and warrants to the Subscriber as
                follows:

            


    

    


    
      	 	
              4.1
                

            	
              Organization
                of the Company. The Company is a corporation duly organized and validly
                existing and in good standing under the laws of the State of Nevada,
                and
                has all requisite power and authority to own, lease and operate its
                properties and to carry on its business as now being
                conducted.

            


    

    


    
      	 	
              4.2
                

            	
              Authority.
                (a) The Company has the requisite corporate power and authority to
                enter
                into and perform its obligations under this Agreement and to issue
                the
                Shares; (b) the execution and delivery of this Agreement by the Company
                and the consummation by it of the transactions contemplated hereby
                and
                thereby have been duly authorized by all necessary corporate action
                and no
                further consent or authorization of the Company or its Board of Directors
                is required; and (c) this Agreement has been duly executed and delivered
                by the Company and constitutes a valid and binding obligation of
                the
                Company enforceable against the Company in accordance with its terms,
                except as such enforceability may be limited by applicable bankruptcy,
                insolvency, or similar laws relating to, or affecting generally the
                enforcement of, creditors' rights and remedies or by other equitable
                principles of general application.

            


    

    


    
      	 	
              4.3
                

            	
              Share
                Capitalization. As of the date of acceptance of this Subscription,
                the
                authorized capital stock of the Company consists of 100,000,000 shares
                of
                common stock. All the outstanding shares are validly issued and are
                fully
                paid and nonassessable. The Common Stock has a par value US$0.00001
                per
                share (the “Common Stock”). Par Value is a nominal value that is a vestige
                of creditors’ rights laws that was arbitrarily assigned to the shares of
                Common Stock for purposes of compliance with applicable state law
                at the
                date of the Company’s incorporation. It bears no direct relationship to
                the market value of the stock, or the Purchase Price of the Common
                Stock,
                or any ultimate sale or disposition value which may be derived from
                the
                Common Stock. 

            


    

    


    
      	 	
              4.4
                

            	
              SEC
                Documents. As of their respective dates, the Company’s SEC Documents
                complied in all material respects with the requirements of the Securities
                Act or the Exchange Act, as the case may be, and other federal, state
                and
                local laws, rules and regulations applicable to such SEC Documents,
                and
                none of the SEC Documents contained any untrue statement of a material
                fact or omitted to state a material fact required to be stated therein
                or
                necessary in order to make the statements therein, in light of the
                circumstances under which they were made, not misleading. The financial
                statements of the Company included in the SEC Documents comply as
                to form
                and substance in all material respects with applicable accounting
                requirements and the published rules and regulations of the Securities
                and
                Exchange Commission (the “SEC”)
                or other applicable rules and regulations with respect thereto. Such
                financial statements have been prepared in accordance with generally
                accepted accounting principles applied on a consistent basis during
                the
                periods involved (except (a) as may be otherwise indicated in such
                financial statements or the notes thereto or (b) in the case of unaudited
                interim statements, to the extent they may not include footnotes
                or may be
                condensed or summary statements) and fairly present in all material
                respects the financial position of the Company as of the dates thereof
                and
                the results of operations and cash flows for the periods then ended
                (subject, in the case of unaudited statements, to normal year-end
                audit
                adjustments).

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
       

      4C
        CONTROLS INC. - REGULATION
        S SUBSCRIPTION AGREEMENT

      
        

      

    

    
 

    
      	 	
              4.5
                

            	
              Exemption
                from Registration; Valid Issuances. The sale and issuance of the
                Shares,
                on the basis of the representations and warranties of the Subscriber
                set
                forth herein, may and shall be properly issued by the Company to
                the
                Subscriber pursuant to Section 4(2), Regulation S and/or any applicable
                U.S state law. When issued and paid for as herein provided, the Shares
                shall be duly and validly issued, fully paid, and nonassessable.
                Neither
                the sales of the Shares pursuant to, nor the Company's performance
                of its
                obligations under, this Agreement shall (a) result in the creation
                or
                imposition of any liens, charges, claims or other encumbrances upon
                the
                Shares or any of the assets of the Company, or (b) entitle the other
                holders of the Common Stock of the Company to preemptive or other
                rights
                to subscribe to or acquire the Common Stock or other securities of
                the
                Company. 

            


    

    


    
      	 	
              4.6
                

            	
              No
                General Solicitation or Advertising in Regard to this Transaction.
                Neither
                the Company nor any of its affiliates nor any person acting on its
                or
                their behalf (a) has conducted or will conduct any general solicitation
                (as that term is used in Rule 502(c) of Regulation D) or general
                advertising with respect to any of the Shares, or (b) made any offers
                or
                sales of any security or solicited any offers to buy any security
                under
                any circumstances that would require registration of the Common Stock
                under the Securities Act.

            


    

    


    
      	 	
              4.7
                

            	
              No
                Conflicts. The execution, delivery and performance of this Agreement
                by
                the Company and the consummation by the Company of the transactions
                contemplated hereby, including without limitation the issuance of
                the
                Shares, do not and will not (a) result in a violation of the Certificate
                or By-Laws of the Company or (b) conflict with, or constitute a material
                default (or an event that with notice or lapse of time or both would
                become a material default) under, or give to others any rights of
                termination, amendment, acceleration or cancellation of, any material
                agreement, indenture, instrument or any "lock-up" or similar provision
                of
                any underwriting or similar agreement to which the Company is a party,
                or
                (c) result in a violation of any federal, state, local or foreign
                law,
                rule, regulation, order, judgment or decree (including federal and
                state
                securities laws and regulations)applicable to the Company or by which
                any
                property or asset of the Company is bound or affected (except for
                such
                conflicts, defaults, terminations, amendments, accelerations,
                cancellations and violations as would not, individually or in the
                aggregate, have a material adverse effect on the business, operations,
                properties, prospects or condition (financial or otherwise) of the
                Company) nor is the Company otherwise in violation of, conflict with
                or in
                default under any of the foregoing. The Company is not required under
                U.S.
                federal, state or local law, rule or regulation to obtain any consent,
                authorization or order of, or make any filing or registration with,
                any
                court or governmental agency in order for it to execute, deliver
                or
                perform any of its obligations under this Agreement or issue and
                sell the
                Common Stock in accordance with the terms hereof (other than any
                SEC, NASD
                or state securities filings that may be required to be made by the
                Company
                subsequent to the Closing); provided that, for purposes of the
                representation made in this sentence, the Company is assuming and
                relying
                upon the accuracy of the relevant representations and agreements
                of the
                Subscriber herein.

            


    

    


    
      	
              5.1
                

            	
              Trading.
                The Company intends to apply to list the Shares for trading on a
                “Designated Offshore Securities Market” as such term is defined in Rule
                902(b) under Regulation S promulgated under the Securities Act, provided,
                however that any and all determinations regarding such listing shall
                be
                made solely by the Company’s Board of Directors and the respective
                regulatory authorities for such markets. The Subscriber acknowledges
                that
                listing and facilitation of trading of Company shares is dependent
                on
                market regulatory requirements and is subject to determinations of
                third
                party regulatory authorities and therefore there can be no assurance
                that
                the Company will be able to register or facilitate the trading of
                the
                Shares on any market at any time. 

            


    

    


    
      	
              6.1
                

            	
              Indemnity.
                The Subscriber agrees to indemnify and hold harmless the Company,
                its
                officers and directors, employees and its affiliates and their respective
                successors and assigns and each other person, if any, who controls
                any
                thereof, against any loss, liability, claim, damage and expense whatsoever
                (including, but not limited to, any and all expenses whatsoever reasonably
                incurred in investigating, preparing or defending against any litigation
                commenced or threatened or any claim whatsoever) arising out of or
                based
                upon any false representation or warranty or breach or failure by
                the
                Subscriber to comply with any covenant or agreement made by the Subscriber
                herein or in any other document furnished by the Subscriber to any
                of the
                foregoing in connection with this
                transaction.

            


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
       

      
        4C
          CONTROLS INC. - REGULATION
          S SUBSCRIPTION AGREEMENT

        
          

        

         

      

    

    


    
      	
              6.2
                

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

            


    

    


    
      	
              6.3
                

            	
              Notices.
                Any notice, demand or other communication which any party hereto
                may be
                required, or may elect, to give to party hereto shall be sufficiently
                given if (a) sent by registered or certified mail, return receipt
                requested, addressed to such address as provided herein, (b) Sent
                by
                internationally recognized courier with confirmation of delivery
                or
                evidence of refusal; or (c) delivered personally at such address.
                In the
                case of the Company, all notices shall be deemed given two business
                days
                after mailing to the Subscriber; and in the case of the Subscriber,
                all
                notices shall be deemed given to the Company upon written confirmation
                of
                receipt by the Company. The Company may give notice of acceptance
                of this
                Subscription by verbal advice, e-mail or fax to any address or phone
                number provided to the Company by the Subscriber on the Signature
                page
                below.

            


    

    


    
      	
              6.4
                

            	
              Counterparts.
                This Agreement may be executed through the use of separate signature
                pages
                or in any number of counterparts and by facsimile, and each of such
                counterparts shall, for all purposes, constitute one agreement binding
                on
                all parties, notwithstanding that all parties are not signatories
                to the
                same counterpart. Signatures may be
                facsimiles.

            


    

    


    
      	
              6.5
                

            	
              Binding
                Effect. Except as otherwise provided herein, this Agreement shall
                be
                binding upon and inure to the benefit of the parties and their heirs,
                executors, administrators, successors, legal representatives and
                assigns.
                If the Subscriber is more than one person, the obligation of the
                Subscriber shall be joint and several and the agreements, representations,
                warranties and acknowledgments herein contained shall be deemed to
                be made
                by and be binding upon each such person and his heirs, executors,
                administrators and successors. The representations and warranties
                of the
                Subscriber shall survive the execution and delivery hereof and the
                Closing.

            


    

    


    
      	
              6.6
                

            	
              Entire
                Agreement. This Agreement and the documents referenced herein contain
                the
                entire agreement of the parties and there are no representations,
                covenants or other agreements except as stated or referred to herein
                and
                therein.

            


    

    


    
      	
              6.7
                

            	
              Assignability.
                This Agreement is not transferable or assignable by the Company or
                the
                Subscriber.

            


    

    


    
      	
              6.8
                

            	
              Applicable
                Law. 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. The invalidity or unenforceability of any provision
                of
                this Agreement shall not affect the validity or enforceability of
                any
                other provision of this Agreement. All disputes and controversies
                arising
                out of or relating to this Agreement shall be finally settled and
                binding
                under the Rules of International Commercial Dispute Resolution of
                the
                American Arbitration Association (“ICDR”). The place of arbitration shall
                be New York. The Arbitration shall be conducted in English by a single
                arbitrator appointed in accordance with the ICDR rules. Any award,
                verdict
                or settlement issued under such arbitration may be entered by any
                party
                for order of enforcement by any court of competent jurisdiction.
                The
                arbitrator shall have no power to take interim measures he or she
                deems
                necessary, including injunctive relief and measures for the protection
                or
                conservation of property.

            


    

    


    
      	
              6.9
                

            	
              Pronouns.
                The use herein of the masculine pronouns "him" or "his" or similar
                terms
                shall be deemed to include the feminine and neuter genders as well
                and the
                use herein of the singular pronoun shall be deemed to include the
                plural
                as well. 

            


    

    


    [
      Signature Page Follows ]


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
       

      
        4C
          CONTROLS INC. - REGULATION
          S SUBSCRIPTION AGREEMENT

        
          

        



    

    IN
      WITNESS WHEREOF, the Subscriber has executed this Agreement for the Subscription
      of Shares:

    


    US$_____
      Per Share 

    Common
      Stock 

    (Regulation
      S)

    


    Purchase
      of Shares consisting of the following:

    


    Total
      Shares Purchased:
      _____________________________________________________________________

    


    Total
      Purchase Price:
      _______________________________________________________________________

    


    SUBSCRIBER:

     

    Print
      Full Legal Name:
______________________________________________________________________________

    Address:
      ________________________________________________________________________________________

    _______________________________________________________________________________________________

    Telephone
      (with country code):
_______________________________________________________________________

    Fax
      Number:
_____________________________________________________________________________________

    E-mail:
      __________________________________________________________________________________________

    Address
      for Notices (if different from above)
_____________________________________________________________

    _______________________________________________________________________________________________

    Permanent
      Address (if different from above)
_____________________________________________________________

    _______________________________________________________________________________________________

    Legal
      form if an entity (trust, corporation, partnership, etc.):
      __________________________________________________

    Jurisdiction
      of organization if an entity:
_________________________________________________________________

    Jurisdiction
      of registration and regulation if a bank:
________________________________________________________

    


    Anti-money
      laundering documentation: Attach copy of a valid passport
      (notarized as a true copy or certified by a lawyer)
      and a recent utility bill showing the name of the Subscriber and the
      subscription address of record (notarized as a true copy or certified by a
      lawyer). For corporate entities, please deliver certified copies of charter
      documents and individual due diligence information for all officers, directors
      and all beneficial owners who have the right to vote the Shares or power of
      disposition over the Shares. 

    


    


    By
      (Signature):                                                           


    Print
      Name: 

    


    


    The
      Company hereby accepts the above application for subscription of the Shares
      as
      of the ________
      day of ______________, 2008:

    


    4C
      CONTROLS INC. 

    


    


    By:                                                                                
      

    Name:

    Title:

    


    
      
         

      

      
        8