SECURITIES PURCHASE AGREEMENT


(Signature Page)


 


ALMAH, INC.


Pembroke House 


28-32 Pembroke St Upper



Dublin 2, Ireland


 


Ladies & Gentlemen:


 


The undersigned (the “Investor”),
hereby confirms its agreement with you as follows:


 


1.This Securities
Purchase Agreement, including the Terms and Conditions set forth in Annex I (the “Terms and Conditions”), the
Risk Factors set forth in Annex II (the “Risk Factors”), and exhibits, which are all attached hereto and incorporated
herein by reference as if fully set forth herein (the “Agreement”), is made as of the date set forth below between
Almah, Inc., a Nevada corporation (the “Company”), and the Investor.


 


2.The Company has
authorized the sale and issuance of up to 4,000,000 Units of the Company securities to certain Investors in a private placement
(the “Offering”). Each Unit each consists of 1 share of the Company’s common stock, $0.001 par value (the “Shares”),
and warrants in the form attached hereto as Exhibit A (the “Warrants”) exercisable to purchase 1 share of common
stock of the Company at an exercise price of $0.75 per share, exercisable over twelve (12) months (the “Warrant Shares”)
and in accordance with the terms set forth in the Warrants.


 


3.Pursuant to the
Terms and Conditions, the Company and the Investor agree that the Investor will purchase from the Company and the Company will
issue and sell to the Investor _____________ Units, for a purchase price of $0.50 per Unit, for an aggregate purchase price of
$___________ consisting of ___________ Shares and ___________ Warrants to purchase shares of common stock of the Company. Unless
otherwise requested by the Investor, certificates representing the Common Stock purchased by the Investor will be registered in
the Investor’s name and address as set forth below.


 


Please confirm that
the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


	Date: __________, 2013	Investor: 	 
	 	 	 	 
	 	By: 	  
	 	Print Name: 	 
	 	Title: 	 
	 	 	 	 
	 	Address: 	 
	 	 
	 	 
	 	 
	 	Phone: 	 
	 	Fax:	 
	 	 
	 	Social Security Number or TIN (if applicable):
	 	 


  




    	 



    	 



    

 


ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF
UNITS


 


Investment in the Company involves
a high degree of risk. Investor should carefully consider the risk factors set forth in Annex II in addition to the other
information set forth in this Annex I before purchasing securities of the Company.


 


1.Authorization
and Sale of the Units. Subject to these Terms and Conditions, the Company has authorized the sale of up to 4,000,000 units
(“Units”) of the Company at $0.50 per Unit, each consisting of 1 share of the Company’s common stock, $0.001
par value (the “Shares”), and a warrant (the “Warrants”) exercisable to purchase 1 share of common stock
of the Company at an exercise price of $0.75 per share, exercisable over an twelve (12) month period (the “Warrant Shares”)
and in accordance with the terms set forth in the Warrants (the “Shares” and “Warrants,” collectively,
a “Unit”). The Company reserves the right to increase or decrease this number. All references to currency in this Securities
Purchase Agreement shall refer to the lawful currency of the United States of America.


 


2.Agreement
to Sell and Purchase the Units.


 


2.1At the Closing
(as defined in Section 3 of this Annex I), the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions hereinafter set forth, the number of Units, if applicable, set forth in Section 3 of the
Signature Page to the Securities Purchase Agreement at the purchase price set forth thereon.


 


2.2The Company may
enter into the same form of Securities Purchase Agreement (“Agreement”), including these Terms and Conditions, with
other Investors and expects to complete sales of subsequent Units to other Investors.


 


3.Delivery of
the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall
occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on
each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended
at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one
or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as
set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant
to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement.


 


The Company’s
obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which
may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the
full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities
Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those
undertakings of the Investor to be fulfilled prior to the Closing.


 


The Investor’s
obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor:
(1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all
material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection
with its due diligence.


 


4.Representations,
Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the Investor, as
follows:


 


4.1Organization.
The Company is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. The
Company has full power and authority to own, operate and occupy its properties and to conduct its business as presently contemplated
and is registered or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted
by it or the location of the properties owned or leased by it requires such qualification and where the failure to be so qualified
would have a material adverse effect upon the condition (financial or otherwise), earnings, business, properties or operations
of the Company (a “Material Adverse Effect”), and no proceeding has been instituted in any such jurisdiction, revoking,
limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.


 



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4.2Due Authorization
and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under
the Agreement, and the Agreement has been duly authorized and validly executed and delivered by the Company and constitutes a legal,
valid and binding agreement of the Company enforceable against the Company in accordance with their terms, except as rights to
indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law). No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Units. The Shares and
the shares of Common Stock of the Company issuable upon exercise of the Warrants being purchased by the Investor hereunder will,
upon issuance and payment therefore pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable.


 


4.3Non-Contravention.
The execution and delivery of the Agreement, the issuance and sale of the Units under the Agreement, the fulfillment of the terms
of the Agreement and the consummation of the transactions contemplated thereby will not (A) conflict with or constitute a violation
of, or default under, (i) any material bond, debenture, note or other evidence of indebtedness, lease, contract, indenture, mortgage,
deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company is a party or by which it or
its properties are bound, (ii) the charter, by-laws or other organizational documents of the Company, or (iii) any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or
its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably
likely to have a Material Adverse Effect or (B) result in the creation or imposition of any lien, encumbrance, claim, security
interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness
pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness
or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which
any of them is bound or to which any of the material property or assets of the Company is subject.


 


4.4Capitalization.
As of the date of execution of this Agreement, there are 6,030,000 shares of the Company’s common stock issued and outstanding.
Except as disclosed to the Investor or in documents (the “Exchange Act Documents”) filed by the Company with the Securities
and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
there are no other outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments
convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any contract,
commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge
and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any
such rights, warrants or options.


 


4.5Legal Proceedings.
There is no material legal or governmental proceeding pending or, to the knowledge of the Company, threatened to which the Company
is or may be a party or of which the business or property of the Company is subject that is not disclosed in the Exchange Act Documents.


 


4.6No Violations.
The Company is not in violation of its charter, bylaws, or other organizational document, or in violation of any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company, which
violation, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, or is in default (and
there exists no condition which, with the passage of time or otherwise, would constitute a default) in any material respect in
the performance of any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or
any other material agreement or instrument to which the Company is a party or by which the Company is bound or by which the properties
of the Company are bound, which would be reasonably likely to have a Material Adverse Effect.


 



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5.Representations,
Warranties and Covenants of the Investor.


 


5.1The Investor represents
and warrants to, and covenants with, the Company that: (i) the Investor is an “accredited investor” as defined in Rule
501 of Regulation D under the Securities Act and that the Investor is knowledgeable, sophisticated and experienced in making, and
is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the
purchase of the Units, including investments in securities issued by the Company and investments in comparable companies, and has
requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the
Units; (ii) the Investor has carefully read and fully understands the risks involved with an investment in the Company including,
without limitation, the risks identified on Annex II, attached hereto, (iii) the Investor is acquiring the number of Units
set forth in Section 3 of the Signature Page to the Securities Purchase Agreement in the ordinary course of its business and for
its own account for investment only and with no present intention of distributing any of such Units or any arrangement or understanding
with any other persons regarding the distribution of such Units; (iv) the Investor will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any
of the Units except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations
promulgated thereunder; (v) all of the representations made by the Investor are true, correct and complete as of the date hereof
and will be true, correct and complete as of the Closing Date; and (vi) the Investor has, in connection with its decision to purchase
the number of Units set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, relied only upon the Exchange
Act Documents and the representations and warranties of the Company contained herein. There are no suits, pending litigation, or
claims against the undersigned that could materially affect the net worth of the Investor.


 


5.2The Investor acknowledges
that it has had access to the Exchange Act Documents and has carefully reviewed the same. The Investor further acknowledges that
the Company has made available to it the opportunity to ask questions of and receive answers from the Company’s officers
and directors concerning the terms and conditions of this Agreement and the business and financial condition of the Company, and
the Investor has received to its satisfaction, such information about the business and financial condition of the Company and the
terms and conditions of the Agreement as it has requested. The Investor has carefully considered the potential risks relating to
the Company and a purchase of the Units, and fully understands that the Units are speculative investments, which involve a high
degree of risk of loss of the Investor’s entire investment. Among others, the undersigned has carefully considered each of
the risks identified under the caption “Risk Factors” in the Exchange Act Documents and Annex II.


 


5.3The Investor acknowledges,
represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that
would permit an offering of the Units, or possession or distribution of offering materials in connection with the issuance of the
Units, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. Investor will
comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Units,
Shares, Warrants or Warrant Shares or has in its possession or distributes any offering material, in all cases at its own expense.


 


5.4The Investor hereby
covenants with the Company not to make any sale of the Units, Shares, Warrants or Warrant Shares without complying with the provisions
of this Agreement, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that
prohibits their transfer except in accordance therewith. The overall commitment of the Investor to investments, which are not readily
marketable, is not excessive in view of the Investor’s net worth and financial circumstances, and any purchase of the Units
will not cause such commitment to become excessive. The Investor is able to bear the economic risk of an investment in the Units.


 


5.5The Investor further
represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity
to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of
the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights
generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 



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5.6Investor will
not use any of the restricted Shares or Warrant Shares acquired pursuant to this Agreement to cover any short position in the Common
Stock of the Company if doing so would be in violation of applicable securities laws.


 


5.7The Investor understands
that nothing in the Exchange Act Documents, this Agreement or any other materials presented to the Investor in connection with
the purchase and sale of the Units constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and
investment advisors, as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Units.


 


5.8The Investor understands
that the issuance of the Units to the Investor has not been registered under the Securities Act in reliance upon one or more specific
exemptions therefrom, including Regulation D and/or Regulation S, which exemption depends upon, among other things, the accuracy
of the Investor’s representations made in this Agreement. The Investor understands that the Units must be held indefinitely
unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless an exemption
from such registration and qualification requirements is otherwise available. The Investor acknowledges
that the Company has no obligation to register or qualify the Units or underlying Shares or Warrant Shares for resale. The Investor
acknowledges that the Company will refuse to register any transfer of Units, Shares or Warrant Shares that is not made in
accordance with the provisions of Regulation S, registered pursuant to the Securities Act or otherwise exempt from such registration.
The Investor further acknowledges that if an exemption from registration or qualification is available,
it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for
the Shares or Warrant Shares, and requirements relating to the Company which are outside of the Investor’s control, and which
the Company is under no obligation and may not be able to satisfy. The Investor has been independently advised as to the
applicable holding period imposed in respect of the Shares by securities legislation in the jurisdiction in which the undersigned
resides and confirms that no representation has been made respecting the applicable holding periods for the Shares or Warrant Shares
in such jurisdiction and it is aware of the risks and other characteristics of the Units and of the fact that the undersigned may
not resell the Units, Shares or Warrant Shares except in accordance with applicable securities legislation and regulatory policy.


 


5.9A copy of the
Company’s annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K and information statements
are available on the SEC’s website at www.sec.gov.


 


5.10For purposes
of compliance with the Regulation S exemption for the offer and sale of the Units (defined in this Section 5.10 to include the
underlying Shares and Warrant Shares) to non-U.S. Persons, if the Investor is not a “U.S. Person,” as such term is
defined in Rule 902(k) of Regulation S,1
the Investor represents and warrants that the Investor is a person or entity that is outside the United States, and further represents
and warrants as follows:


 





 



 




		1	Regulation S provides in part as follows:



 


1.“U.S.
person” means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated
under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of
which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) 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; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated, or (if an individual) resident in the United States; and (viii) 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 of 1933, as amended, unless it is organized or incorporated,
and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.


 


2.The
following are not “U.S. persons”: (i) any discretionary account or similar account (other than an estate or trust)
held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if
an individual) resident in the United States; (ii) any estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if: (A) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion
with respect to the assets of the estate; and (B) the estate is governed by foreign law; (iii) any trust of which any professional
fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with
respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (iv)
an employee benefit plan established and administered in accordance with the law of a country other than the United States and
customary practices and documentation of such country; (v) any agency or branch of a U.S. person located outside the United States
if: (A) the agency or branch operates for valid business reasons; and (B) the agency or branch is engaged in the business of insurance
or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
(vi) the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development
Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension
plans, and any other similar international organizations, their agencies, affiliates and pension plans.


 







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(a)The Investor is
not acting and purchasing (or proposes to purchase) the Units on behalf of any other persons, entities or accounts and is not acquiring
the Units for the account or benefit of a U.S. Person. The Investor represents and warrants that the Investor is not a “U.S.
Person” (as defined in Rule 902(k) under the Securities Act) and was located outside the United States at the time any offer
to buy the Units was made and at the time the buy offer was originated by the undersigned.


 


(b)If the Investor
is a legal entity, it has not been formed specifically for the purpose of investing in the Company.


 


(c)The Investor hereby
represents that he, she or it has satisfied and fully observed the laws of the jurisdiction in which he, she or it is located or
domiciled, in connection with the acquisition of the Units, including (i) the legal requirements of the Investor’s jurisdiction
for the acquisition of the Units, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental
or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant
to the holding, redemption, sale, or transfer of the Units; and further, the Investor agrees to continue to comply with such laws
as long as he, she or it shall hold the Units.


 


(d)To the knowledge
of the Investor, without having made any independent investigation, neither the Company nor any person acting for the Company,
has conducted any “directed selling efforts” in the United States as the term “directed selling efforts”
is defined in Rule 902 of Regulation S, which, in general, means any activity undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the marketing in the United States for any of the Units being offered. Such activity
includes, without limitation, the mailing of printed material to investors residing in the United States, the holding of promotional
seminars in the United States, and the placement of advertisements with radio or television stations broadcasting in the United
States or in publications with a general circulation in the United States, which discuss the offering of the Units. To the knowledge
of the Investor, the Units were not offered to the undersigned through, and the undersigned is not aware of, any form of general
solicitation or general advertising, 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, and (ii) any seminar or meeting whose
attendees have been invited by any general solicitation or general advertising.


 


(e)The Investor will
offer, sell or otherwise transfer the Units, only (A) pursuant to a registration statement that has been declared effective under
the Securities Act, (B) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S in
a transaction meeting the requirements of Rule 904 (or other applicable Rule) under the Securities Act, or (C) pursuant to another
available exemption from the registration requirements of the Securities Act, subject to the Company’s right prior to any
offer, sale or transfer pursuant to clauses (B) or (C) to require the delivery of an opinion of counsel, certificates or other
information reasonably satisfactory to the Company for the purpose of determining the availability of an exemption.


 


(f)The Investor will
not engage in hedging transactions involving the Units unless such transactions are in compliance with the Securities Act.


 



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(g)The Investor represents
and warrants that the undersigned is not a citizen of the United States and is not, and has no present intention of becoming, a
resident of the United States (defined as being any natural person physically present within the United States for at least 183
days in a 12-month consecutive period or any entity who maintained an office in the United States at any time during a 12-month
consecutive period). The Investor understands that the Company may rely upon the representations and warranty of this paragraph
as a basis for an exemption from registration of the Units under the Securities Act of 1933, as amended, and the provisions of
relevant state securities laws.


 


5.11The Investor
is not a “disqualified organization.” “Disqualified organization” means (i) the federal government of the
United States; (ii) any state or political subdivision of the United States; (iii) any foreign government; (iv) any international
organization; (v) any agency or instrumentality of any of the organizations listed in clauses (i), (ii), (iii) or (iv) above; (vi)
any other tax exempt organization, other than a farmer’s cooperative described in Section 521 of the Code that is exempt
from both income taxation and from taxation under the unrelated business taxable income provisions of the Code; or (vii) any rural
electrical or telephone cooperative.


 


5.12The Investor
understands, acknowledges and agrees that the Company will use proceeds from Investor’s investment for general working capital
and to advance a portion to Arch Therapeutics, Inc., a Massachusetts corporation (“Arch”) in connection with that certain
binding letter of intent between the Company and Arch dated April 19, 2013.


 


5.13The Investor
represents that neither it nor, to the Investor’s knowledge, any person or entity controlling, controlled by or under common
control with the Investor, nor any person or entity having a beneficial interest in the Investor, nor any other person or entity
on whose behalf the undersigned is acting (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued
by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained
by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a non-U.S. shell bank or is providing banking services indirectly
to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member or close associate of such figure;
or (v) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, antiterrorist and
asset control laws, regulations, rules or orders (categories (i) through (v) collectively, a “Prohibited Investor”).
The Investor agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary
or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and
orders. The Investor consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates
and agents of such information about the Investor as the Company reasonably deems necessary or appropriate to comply with applicable
U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. If the Investor is a financial
institution that is subject to the PATRIOT Act, Public Law No. 107-56 (Oct. 26, 2001) (the “Patriot Act”), the Investor
represents that the Investor has met all of its respective obligations under the Patriot Act. The Investor acknowledges that if,
following the investment in the Company by the Investor, the Company reasonably believes that the Investor is a Prohibited Investor
or is otherwise engaged in suspicious activity or refuses to provide promptly information that the Company requests, the Company
has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance
with applicable regulations or immediately require Investor to transfer the Units, Shares, Warrants or Warrant Shares. The Investor
further acknowledges that the Investor will not have any claim against the Company or any of its affiliates or agents for any form
of damages as a result of any of the foregoing actions.


 


6.Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within the United
States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or
by facsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed
given (i) if delivered by first-class registered or certified mail, three business days after so mailed, (ii) if delivered by nationally
recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business
days after so mailed, (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed
as follows:


 



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	(a)	if to the Company, to:	Almah, Inc.
	 	 	Pembroke House
	 	 	28-32 Pembroke St Upper
	 	 	Dublin 2, Ireland
	 	 	Attn:	Chief Executive Officer
	 	 	Phone:	(353) 871536401
	 	 	 	 
	(b)	with a copy to:	Greenberg Traurig LLP
	 	 	1201 K Street, Suite 1100
	 	 	Sacramento, CA 95814
	 	 	Attn:	Mark C Lee
	 	 	Phone:	(916) 442-1111
	 	 	Fax:	(916) 448-1709


 


(c)if to the Investor,
at its address on the signature page hereto, or at such other address or addresses as may have been furnished to the Company in
writing.


 


7.Changes.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


8.Headings.
The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed
to be part of this Agreement.


 


9.Severability.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


 


10.Governing
Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without
giving effect to the principles of conflicts of law.


 


11.Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed
by each party hereto and delivered to the other parties.


 


12.Rule 144.
The Company covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will,
upon the request of the Investor holding Shares and Warrant Shares purchased hereunder made after the first anniversary of the
Closing Date, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act),
and it will take such further action as the Investor may reasonably request, all to the extent required from time to time to enable
such Investor to sell Shares or Warrant Shares purchased hereunder without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Upon the request of the Investor, the Company will deliver to such holder
a written statement as to whether it has complied with such information and requirements.


 


13.Confidential
Information. The Investor represents to the Company that, at all times during the Company’s offering of the Units, the
Investor has maintained in confidence all non-public information regarding the Company received by the Investor from the Company
or its agents, and covenants that it will continue to maintain in confidence such information and shall not use such information
for any purpose other than to evaluate the purchase of the Units until such information (a) becomes generally publicly available
other than through a violation of this provision by the Investor or its agents or (b) is required to be disclosed in legal proceedings
(such as by deposition, interrogatory, request for documents, subpoena, civil investigation demand, filing with any governmental
authority or similar process), provided, however, that before making any use or disclosure in reliance on this subparagraph (b)
the Investor shall give the Company at least fifteen (15) days prior written notice (or such shorter period as required by law)
specifying the circumstances giving rise thereto and will furnish only that portion of the non-public information which is legally
required and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded any non-public
information so furnished.


  




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Annex
II


 


Risk
Factors


 


The risks described below are the ones
the Company believes are the most important for the Investor to consider, although these risks are not the only ones that the Company
faces. If events anticipated by any of the following risks actually occur, the Company’s business, operating results or financial
condition could suffer and the trading price of the Company’s common stock could decline. 


 


Risks Relating to our Business and Financial
Condition


 


BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE
IS A SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.


 


Our auditors have issued a going concern opinion because
of the Company's recurring losses, negative working capital, stockholder's deficit and the absence of revenue-generating
operations. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve
months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to
continue in business. As such we may have to cease operations and you could lose your entire investment.


 


JOEY POWER, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY,
CURRENTLY DEVOTES APPROXIMATELY 20 HOURS PER WEEK TO COMPANY MATTERS. HE DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS
INVOLVED IN OTHER BUSINESS ACTIVITIES. THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY
HAVE. THIS COULD RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A START-UP COMPANY
WITH NO REVENUES OR PROFITS.


 


Our business plan does not provide for the hiring of any
additional employees until sales will support the expense. Until that time the responsibility of developing the Company's
business, the offering and selling of the shares through this prospectus and fulfilling the reporting requirements of a
public company all fall upon Mr. Power. While his business experience includes management and marketing, particularly in the
automotive industry, he does not have experience in a public company setting, including serving as a principal accounting
officer or principal financial officer. We have not formulated a plan to resolve any possible conflict of interest with his
other business activities. In the event he is unable to fulfill any aspect of his duties to the Company we may experience a
shortfall or complete lack of sales resulting in little or no profits and eventual closure of our business.


 


SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED
NO REVENUES AND LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A
COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.


 


Our Company was incorporated in September 2009; we have only
recently commenced our business operations; and we have generated no revenue. We have no operating history upon which an evaluation
of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur
significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful
in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result
in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity
securities to continue business operations, which would dilute the value of any shares you purchase in this offering.


 


WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES WHICH
COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.


 


We have not yet generated any revenues from operations. In order
for us to continue with our plans and open our business, we must raise capital to do so through this offering. There can be no
assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose
all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans.


 



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COMMENCEMENT AND DEVELOPMENT OF OPERATIONS WILL DEPEND ON
THE PUBLIC'S ACCEPTANCE OF OUR PROPOSED ONLINE AUTOMOTIVE PARTS BUSINESS. IF THE PUBLIC DOESN'T FIND OUR PRODUCTS DESIRABLE
AND SUITABLE FOR PURCHASE AND WE CANNOT ESTABLISH A CUSTOMER BASE, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES, WHICH WOULD
RESULT IN A FAILURE OF OUR BUSINESS AND A LOSS OF ANY INVESTMENT YOU MAKE IN OUR SHARES.


 


The ability to find and ship automotive parts that consumers
find desirable and willing to purchase is critically important to our success. We cannot be certain that the products that we will
be offering will be appealing to the public and as a result there may not be any demand for these products and our sales could
be limited and we may never realize any revenues. In addition, there are no assurances that if we alter or change the products
we offer in the future that the public's demand for these new products will develop and this could adversely affect our business
and any possible revenues.


 


IF DEMAND FOR THE PRODUCTS WE PLAN TO OFFER SLOWS, THEN OUR
BUSINESS WOULD BE MATERIALLY AFFECTED.


 


Demand for products which we intend to sell depends on many
factors, including:


 


		·	the number of vehicles in current service, including those that are seven years old and older. These vehicles are generally
no longer under the original vehicle manufacturers' warranties and tend to need more maintenance and repair than
newer vehicles.






		·	rising energy prices. Increases in energy prices may cause our customers to defer purchases of certain of our products as they
are required to use a higher percentage of their income to pay for



		·	the economy. In periods of rapidly declining economic conditions, customers may defer vehicle maintenance or repair. Additionally,
such conditions may affect our customers' ability to obtain credit. During periods of expansionary economic conditions, more customers
may pay others to repair and maintain their cars instead of working on their own vehicles or they may purchase new vehicles.



		·	the weather. Mild weather conditions may lower the failure rates of automotive parts, while wet conditions may cause our customers
to defer maintenance and repair on their vehicles. Extremely hot or cold conditions may enhance demand for our products due to
increased failure rates of our customers' automotive parts.



		·	technological advances. Advances in automotive technology and parts design could result in cars needing maintenance less frequently
and parts lasting longer.



 


For the long term, demand for the products we plan to offer
may be affected by:


 


		·	the number of miles vehicles are driven annually. Higher vehicle mileage increases the need for maintenance and repair. Mileage
levels may be affected by gas prices, the economy and other factors.



		·	the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranties or maintenance
offered on new vehicles; and



		·	restrictions on access to diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental
regulation.



 


All of these factors could result in immediate and longer term
declines in the demand for the products we plan to offer, which could adversely affect our sales, cash flows and overall financial
condition.


 


THE LOSS OF THE SERVICES OF JOEY POWER COULD SEVERELY
IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT, WHICH COULD RESULT IN A LOSS OF REVENUES AND YOUR ABILITY TO EVER SELL
ANY SHARES YOU PURCHASE IN THIS OFFERING.


 



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Our performance is substantially dependent upon the professional
expertise of our President, Joey Power. Mr. Power has extensive expertise in the automotive industry and we are dependent on his
abilities to develop our business. If he were unable to perform his duties, this could have an adverse effect on our business operations,
financial condition and operating results if we are unable to replace him with another individual qualified to develop and market
our business. The loss of his services could result in a loss of revenues, which could result in a reduction of the value of any
shares you purchase in this offering.


 


THE AUTOMOTIVE PARTS INDUSTRY IS HIGHLY COMPETITIVE.


 


We expect to compete against a number of large well-established
companies with greater name recognition, a more comprehensive offering of products, and with substantially larger resources than
ours; including financial and marketing. In addition to these large competitors there are numerous smaller operations that have
developed and are marketing automotive products. There can be no assurance that we can compete successfully in this complex and
changing market. If we cannot successfully compete in this highly competitive industry, we may never be able to generate revenues
or become profitable. As a result, you may never be able to liquidate or sell any shares you purchase in this offering.


 


WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGY,
WHICH COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS.


 


Successful implementation of our business strategy depends on
factors specific to the retail automotive parts industry and numerous other factors that may be beyond our control. Adverse changes
in the following factors could undermine our business strategy and have a material adverse affect on our business, financial condition,
results of operations and cash flow:


 


		·	The competive environment in the automotive aftermarket parts and accessories retail sector that may force us to reduce prices
below our desired pricing level or increase promotional spending;



		·	Our ability to anticipate changes in consumer preferences and to meet customers' needs for automotive products (particularly
parts availability) in a timely manner; and



		·	Our ability to establish, maintain and eventually grow market share.



 


For parts that are manufactured globally, geopolitical changes,
changes in trade regulations, currency fluctuations, shipping-related issues, natural disasters, pandemics and other factors beyond
our control may increase the cost of items we purchase, create shortages or render product delivery difficult which could have
a material adverse effect on our sales and profitability.


 


THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE
INDUSTRY AND BECAUSE WE DO NOT CURRENTLY HAVE ANY COPYRIGHT PROTECTION FOR THE PRODUCTS WE INTEND TO SELL, THERE IS NO
GUARANTEE SOMEONE ELSE WILL NOT DUPLICATE OUR IDEAS AND BRING THEM TO MARKET BEFORE WE DO, WHICH COULD SEVERELY LIMIT OUR
PROPOSED SALES AND REVENUES.


 


Since we have no copyright protection, unauthorized
persons may attempt to copy aspects of our business, including our web site design or functionality, products or marketing
materials. Any encroachment upon our corporate information, including the unauthorized use of our brand name, the use of a
similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary
information or improper use of their copyright, may affect our ability to create brand name recognition, cause customer
confusion and/or have a detrimental effect on our business. Litigation or proceedings before the U.S. or International Patent
and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect our trade
secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such
infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could
seriously harm our business operations and/or results of operations.


 


AS WE WILL INTEND TO BE CONDUCTING INTERNATIONAL BUSINESS
TRANSACTIONS, WE WILL BE EXPOSED TO LOCAL BUSINESS RISKS IN DIFFERENT COUNTRIES, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.


 



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We intend to sell our products internationally, and we expect
to have customers located in several countries. Our international operations will be subject to risks inherent in doing business
in foreign countries, including, but no necessarily limited to:


 


		·	new and different legal and regulatory requirements in local jurisdictions;



		·	potentially adverse tax consequences, including imposition or increase of taxes on transactions or withholding and other taxes
on remittances and other payments by subsidiaries;



		·	risk of nationalization of private enterprises by foreign governments;



		·	legal restrictions on doing business in or with certain nations, certain parties and/or certain products; and



		·	local economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability.



 


We may not be successful in developing and implementing policies
and strategies to address the foregoing factors in a timely and effective manner in the locations where we will do business. Consequently,
the occurrence of one or more of the foregoing factors could have a material adverse effect on our operations and upon our financial
condition and results of operations.


 


Since our services will be available over the Internet in foreign
countries and we will have customers residing in foreign countries, foreign jurisdictions mayrequire us to qualify to do business
in their country. We will be required to comply with certain laws and regulations of each country in which we conduct business,
including laws and regulations currently in place or which may be enacted related to Internet services available to the residents
of each country from online sites located elsewhere.


 


OUR OPERATIONS IN DEVELOPING MARKETS COULD EXPOSE US TO
POLITICAL, ECONOMIC AND REGULATORY RISKS THAT ARE GREATER THAN THOSE WE MAY FACE IN ESTABLISHED MARKETS. FURTHER, OUR
INTERNATIONAL OPERATIONS MAY REQUIRE US TO COMPLY WITH ADDITIONAL UNITED STATES AND INTERNATIONAL REGULATIONS.


 


For example, we must comply with the Foreign Corrupt Practices
Act, or "FCPA," which prohibits companies or their agents and employees from providing anything of value to a foreign
official or agent thereof for the purposes of influencing any act or decision of these individuals in their official capacity to
help obtain or retain business, direct business to any person or corporate entity or obtain any unfair advantage. We may operate
in some nations that have


experienced significant levels of governmental corruption. Our
employees, agents and contractors, including companies to which we outsource business operations, may take actions in violation
of our policies and legal requirements. Such violations, even if prohibited by our policies and procedures, could have an adverse
effect on our business and reputation. Any failure by us to ensure that our employees and agents comply with the FCPA and applicable
laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on our ability
to conduct business in certain foreign jurisdictions, and our results of operations and financial condition could be materially
and adversely affected.


 


In addition, our ability to attract and retain customers may
be adversely affected if the reputations of the online automotive parts sales industry as a whole or particular online sites are
damaged. The perception of untrustworthiness within our industry or of online sites could materially adversely affect our ability
to attract and retain customers.


 


FAILURE OF THIRD-PARTY SYSTEMS OR THIRD-PARTY SERVICE AND SOFTWARE
PROVIDERS UPON WHICH WE RELY COULD ADVERSELY AFFECT OUR BUSINESS.


 


We will rely on certain third-party computer systems or
third-party service and software providers, including data centers, technology platforms, back-office systems, Internet
service providers and communications facilities. Any interruption in these third-party services, or deterioration in their
performance or quality, could adversely affect our business. If our arrangement with any third party is terminated, we may
not be able to find alternative systems or service providers on a timely basis or on commercially reasonable terms. This
could have a material adverse effect on our business, financial condition, results of operations and cash flows.


 



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We host our platform and serve all of our customers from
our network servers, which will be located at various data center facilities. Problems faced by our data center locations or
with the telecommunications network providers with whom we may contract could adversely affect the experience of our
customers. If our data centers are unable to keep up with our growing needs for capacity or close without adequate notice,
this could have an adverse effect on our business. Any changes in third-party service levels at our data centers or any
errors, defects, disruptions, or other performance problems with our services could harm our reputation and adversely affect
the performance of our platform. Interruptions in our services might reduce our sales revenues, subject us to potential
liability and thereby adversely affect our business, financial condition, results of operations and cash flows.


 


A DISRUPTION IN ONLINE SERVICE WOULD CEASE OR SUSPEND SERVICE.


 


We cannot guarantee that our website will operate without
interruption or error. We are bound only by a best efforts obligation as regards the operation and continuity of service.
Although we are not be liable for the alteration or fraudulent access to data and/or accidental transmission through viruses
or other harmful conduct in connection with the use of our website, disruption of our online service would adversely affect
our business, financial conditions, results of operations and cash flows.


 


DETERIORATION IN GENERAL MACRO-ECONOMIC CONDITIONS,
INCLUDING UNEMPLOYMENT, INFLATION OR DEFLATION, CONSUMER DEBT LEVELS, HIGH FUEL AND ENERGY COSTS, UNCERTAIN CREDIT MARKETS OR
OTHER RECESSIONARY TYPE CONDITIONS COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS
AND CASH FLOWS.


 


Deterioration in general macro-economic conditions would impact
us through (i) potential adverse effects from deteriorating and uncertain credit markets (ii) the negative impact on our supplier
and customers and (iii) an increase in operating costs from higher energy prices.


 


IMPACT OF CREDIT MARKET UNCERTAINTY.


 


Significant deterioration in the financial condition of large
financial institutions in recent years resulted in a severe loss of liquidity and available credit in global credit markets and
in more stringent borrowing terms. Accordingly, we may be limited in our ability to borrow funds to finance our operations. An
inability to obtain sufficient financing at cost-effective rates could have a materially adverse effect on our planned business
operations and financial condition.


 


IMPACT ON OUR SUPPLIER.


 


Our business depends on maintaining a favorable
relationship with our supplier and on our supplier's ability and/or willingness to sell products to us at favorable prices
and terms. Many factors outside of our control may harm this relationship and the ability or willingness of our supplier to
sell us products on favorable terms. One such factor is a general decline in the economy and economic conditions and
prolonged recessionary conditions. These events could negatively affect our supplier's operations and make it difficult for
it to obtain the credit lines or loans necessary to finance their operations in the short-term or long-term and meet our
product requirements. Financial or operational difficulties that our supplier may face could also increase the cost of the
products we purchase from it or our ability to source product from it. In addition, the trend towards consolidation among
automotive parts suppliers as well as the off-shoring of manufacturing capacity to foreign countries may disrupt or end our
relationship with our supplier and could lead to less competition and result in higher prices. We could also be negatively
impacted if our supplier experiences bankruptcy, work stoppages, labor strikes or other interruptions to or difficulties in
the manufacture or supply of the products we purchase from it.


 


IMPACT ON OUR CUSTOMERS


 


Deterioration in macro-economic conditions may have a negative
impact on our customers' financial resources and disposable income. This impact could reduce their willingness or ability to pay
for accessories, maintenance or repair of their vehicles, which results in lower sales at our site. Higher fuel costs may also
reduce the overall number of miles driven by our customers resulting in fewer parts failures and elective maintenance required
to be completed.


 



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IMPACT ON OPERATING EXPENSES.


 


Rising energy prices could directly impact our operating costs,
including our utility and product costs.


 


IF WE CANNOT OBTAIN ENOUGH PRODUCTS TO SATISFY CUSTOMER DEMAND,
OUR ABILITY TO EXECUTE OUR BUSINESS PLAN WILL BE ADVERSELY AFFECTED.


 


Our customers' needs will often require the fulfillment of orders
within short periods. As a result, a sudden increase in demand from our customers without a correlative increase in the level of
products we are able to obtain from our\ supplier might prevent us from timely satisfying our customers' demand for products. Because
our customers' demand will persist regardless of our ability to meet that demand, our inability to deliver a sufficient quantity
of products to satisfy our customers' needs may lead those customers to obtain product elsewhere, which could adversely affect
our business, financial condition, results of operations, cash flows and prospects.


 


OUR BUSINESS IS CURRENTLY RELIANT ON TWO SUPPLIERS. IF OUR
SUPPLIERS DO NOT MEET OUR REQUIREMENTS, OUR ABILITY TO SUPPLY PRODUCTS TO OUR CUSTOMERS WILL BE MATERIALLY IMPAIRED.


 


We currently rely on two suppliers from which we intend to obtain
products. Until we are able to contract with other suppliers, our business will be entirely dependent upon the relationships with
these two suppliers. There can be no assurance that we will be able to sustain a relationship with our suppliers or that our suppliers
will be able to meet our needs in a satisfactory and timely manner, or that we can obtain substitute or additional suppliers, when
and if needed. Our reliance on a limited number of suppliers involves a number of additional risks, including the absence of guaranteed
capacity and reduced control over the distribution process, quality assurance, delivery schedules, production yields and costs,
and early termination of, or failure to renew, contractual arrangements. A significant price increase, an interruption in supply
from our suppliers, or the inability to obtain additional suppliers, when and if needed, could have a material adverse effect on
our business, results of operations and financial condition.


 


OUR BUSINESS IS SUBJECT TO RISKS OF TERRORIST ACTS, ACTS OF
WAR, POLITICAL UNREST, PUBLIC HEALTH CONCERNS, LABOR DISPUTES AND NATURAL DISASTERS.


 


Terrorist acts, acts of war, political unrest, public
health concerns, labor disputes or national disasters may disrupt our operations, as well as those of our customers. These
types of acts have created, and continue to create, economic and political uncertainties and have contributed to global
economic instability. Future terrorist activities, military or security operations, or natural disasters could weaken the
domestic and global economies and create additional uncertainties, thus forcing our customers to reduce their capital
spending, or cancel or delay already planned construction projects, which could have a material adverse impact on our
business, operating results and financial condition, including loss of sales or customers.


 


THE EXPECTED RESULTS FROM OUR PREVIOUSLY
DISCLOSED POTENTIAL MERGER WITH ARCH THERAPEUTICS, INC. MAY VARY SIGNIFICANTLY FROM OUR EXPECTATIONS, AND WE CAN PROVIDE NO ASSURANCE
THAT SUCH POTENTIAL MERGER WILL BE COMPLETED.


 


The expected results from our potential
merger with Arch Therapeutics, Inc., a Massachusetts corporation (“Arch”), might vary materially from those anticipated
and disclosed by us, and we can provide no assurance that such potential merger will be completed. These expectations are inherently
subject to uncertainties and contingencies. These assumptions may be impacted by factors that are beyond our control including
the business of Arch, the U.S. economy, our ability to obtain financing to complete the merger with Arch, and Arch board of directors
and stockholders approval of the potential merger. Any one of these factors may result in our failure to complete the potential
merger and such failure to complete the potential merger may have significant adverse consequences on our ability to operate and
survive as a viable entity.


  



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THE POTENTIAL MERGER WITH ARCH IF COMPLETED
COULD BE DIFFICULT TO INTEGRATE, DISRUPT BUSINESS, DILUTE STOCKHOLDER VALUE AND HARM OPERATING RESULTS OF THE COMBINED ENTITY.


 


Our experience in acquiring businesses
is limited. The potential merger with Arch, if completed, involves numerous risks, including the following:


 


		·	problems integrating the purchased operations, services, personnel or technologies;



 


		·	unanticipated costs associated with the acquisition;



 


		·	diversion of management’s attention from the core businesses;



 


		·	adverse effects on existing business relationships with suppliers and customers of purchased organizations;



 


		·	potential loss of key employees and customers of purchased organizations; and



 


		·	risk of impairment charges related to potential write-downs of acquired assets.



 


These factors and potential unforseeable costs may result in
disruption to the business of the combined entity and any such disruption could have a significant negative impact on the combined
entity’s assets, revenue, expenses and stock price.


  


Risks Relating to our Securities and
our Status as a Public Company


 


OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT
CONTROL OVER OUR OPERATIONS, WHICH MEANS AS A MINORITY STOCKHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN MATTERS REQUIRING
STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.


 


Our executive officer and director owns 67% of our common stock.
He has a significant influence in determining the outcome of all corporate transactions, including the election of directors, approval
of significant corporate transactions, changes in control of the Company or other matters that could affect your ability to ever
resell your shares. His interests may differ from the interests of the other stockholders and thus result in corporate decisions
that are disadvantageous to other stockholders. 


 


THE RELATIVE LACK OF PUBLIC COMPANY EXPERIENCE
OF OUR MANAGEMENT TEAM MAY PUT US AT A COMPETITIVE DISADVANTAGE.


 


Our management team lacks public company
experience and is generally unfamiliar with the requirements of the United States securities laws and U.S. Generally Accepted Accounting
Principles, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley
Act of 2002. The individuals who now constitute our senior management team have never had responsibility for managing a publicly
traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely
basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately
responds to such increased legal, regulatory compliance and reporting requirements. Our failure to comply with all applicable requirements
could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.


 


SHARES OF OUR COMMON STOCK THAT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, REGARDLESS OF WHETHER SUCH SHARES ARE RESTRICTED OR UNRESTRICTED,
ARE SUBJECT TO RESALE RESTRICTIONS IMPOSED BY RULE 144, INCLUDING THOSE SET FORTH IN RULE 144(I) WHICH APPLY TO A “SHELL
COMPANY.” IN ADDITION, ANY SHARES OF OUR COMMON STOCK THAT ARE HELD BY AFFILIATES, INCLUDING ANY RECEIVED IN A REGISTERED
OFFERING, WILL BE SUBJECT TO THE RESALE RESTRICTIONS OF RULE 144(I).


 



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Pursuant to Rule 144 of the Securities
Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal
operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any
amount of cash and cash equivalents and nominal other assets. As such, we may be deemed a “shell company” pursuant
to Rule 144 prior to the potential merger, and as such, sales of our securities pursuant to Rule 144 are not able to be made until
a period of at least twelve months has elapsed from the date on which our Current Report on Form 8-K is filed with the SEC reflecting
our status as a non-“shell company.” Therefore, any restricted securities we sell in the future or issue to consultants
or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities
are registered with the SEC and/or until a year after the date of the filing of our Current Report on Form 8-K and we have otherwise
complied with the other requirements of Rule 144.  As a result, it may be harder for us to fund our operations and pay
our employees and consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through
the sale of debt or equity securities unless we agree to register such securities with the SEC, which could cause us to expend
additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional
funds, engaging employees and consultants, and using our securities to pay for any acquisitions (although none are currently planned),
which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates,
including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).


 


IF WE LOSE OUR KEY MANAGEMENT PERSONNEL,
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR BUSINESS OR ACHIEVE OUR OBJECTIVES, AND SUCH LOSS COULD ADVERSELY AFFECT OUR BUSINESS,
FUTURE OPERATIONS AND FINANCIAL CONDITION.


 


Our future success depends in large part
upon the leadership and performance of our executive management team and key consultants. If we lose the services of one or more
of our executive officers or key consultants, or if one or more of them decides to join a competitor or otherwise compete directly
or indirectly with us, we may not be able to successfully manage our business or achieve our business objectives. We do not have
“Key-Man” life insurance policies on our key executives. If we lose the services of any of our key consultants, we
may not be able to replace them with similarly qualified personnel, which could harm our business. The loss of our key executives
or our inability to attract and retain additional highly skilled employees may adversely affect our business, future operations,
and financial condition.


 


THE ELIMINATION OF MONETARY LIABILITY AGAINST
OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER NEVADA LAW AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND
EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND
EMPLOYEES.


 


Our Articles of Incorporation contain a
provision permitting us to eliminate the personal liability of our directors to our company and shareholders for damages for breach
of fiduciary duty as a director or officer to the extent provided by Nevada law.  The foregoing indemnification obligations
could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors
and officers, which we may be unable to recoup.  These provisions and resultant costs may also discourage our company
from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the
filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful,
might otherwise benefit our company and shareholders.


 


OUR STOCK IS CATEGORIZED AS A PENNY STOCK.  TRADING
OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY STOCK REGULATIONS WHICH MAY LIMIT A SHAREHOLDER’S ABILITY TO BUY
AND SELL OUR STOCK.


 


Our stock is categorized as a penny stock.  The
SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price
(as defined) less than US$ 5.00 per share or an exercise price of less than US$ 5.00 per share, subject to certain exceptions.  Our
securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell
to persons other than established customers and accredited investors.  The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document
in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock
market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer
and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer’s confirmation.  In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny
stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock.


 



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FINRA SALES PRACTICE REQUIREMENTS
MAY ALSO LIMIT A SHAREHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.


 


In addition to the “penny stock”
rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative
low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about
the customer’s financial status, tax status, investment objectives and other information.  Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for
at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.


 


TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS
AND NO CASH DIVIDENDS WILL BE PAID IN THE FORESEEABLE FUTURE.


 


We do not anticipate paying cash dividends
on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends.  Even
if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends.  We presently
intend to retain all earnings for our operations.


 


OUR COMMON STOCK IS NOT LISTED ON ANY STOCK
EXCHANGE AND THERE IS NO ESTABLISHED MARKET FOR SHARES OF OUR COMMON STOCK.  EVEN IF A MARKET FOR OUR COMMON STOCK DEVELOPS,
OUR COMMON STOCK COULD BE SUBJECT TO WIDE FLUCTUATIONS.


 


Our common stock is not listed on any stock
exchange.  Although our common stock is quoted on the OTCBB, there is no established public market for shares of our
common stock, and no trades of our common stock have taken place on the OTCBB.  Even if the shares of our common stock
may in the future trade on the OTCBB, the liquidity and price of our common stock is expected to be more limited than if such securities
were quoted or listed on a national exchange.  No assurances can be given that an active public trading market for our
common stock will develop or be sustained.  If trading of our securities commences on the OTCBB, the trading volume we
will develop may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual
investors follow a policy of not investing in bulletin board stocks and certain major brokerage firms restrict their brokers from
recommending bulletin board stocks because they are considered speculative, volatile and thinly traded. Lack of liquidity will
limit the price at which stockholders may be able to sell our common stock.


 


Even if our common stock will in the future
trade on the OTCBB, the price of such common stock could be subject to wide fluctuations, in response to quarterly variations in
our operating results, announcements by us or others, developments affecting us, and other events or factors. In addition, the
stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect
on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect
the market prices of the securities.  Such risks could have an adverse affect on the stock’s future liquidity.


 






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IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE,
IT WILL RESULT IN THE DILUTION OF OUR EXISTING SHAREHOLDERS.


 


Our articles of incorporation authorize
the issuance of up to 75,000,000 shares of common stock with a par value of $0.001 per share. Our Board of Directors may choose
to issue some or all of such shares to acquire one or more companies or properties and to fund our overhead and general operating
requirements. The issuance of any such shares may reduce the book value per share and may contribute to a reduction in the market
price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate
ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.


 


WE MAY NOT QUALIFY TO MEET LISTING STANDARDS
TO LIST OUR STOCK ON AN EXCHANGE.


 


The SEC approved listing standards for
companies using reverse acquisitions to list on an exchange may limit our ability to become listed on an exchange.  We
would be considered a reverse acquisition company (i.e., an operating company that becomes an Exchange Act reporting company by
combining with a shell Exchange Act reporting company) that cannot apply to list on NYSE, NYSE Amex or Nasdaq until our stock has
traded for at least one year on the U.S. OTC market, a regulated foreign exchange or another U.S. national securities market following
the filing with the SEC or other regulatory authority of all required information about the potential merger, including audited
financial statements.  We would be required to maintain a minimum $4 share price ($2 or $3 for Amex) for at least thirty
(30) of the sixty (60) trading days before our application and the exchange’s decision to list.  We would be required
to have timely filed all required reports with the SEC (or other regulatory authority), including at least one annual report with
audited financials for a full fiscal year commencing after filing of the above information.  Although there is an exception
for a firm underwritten IPO with proceeds of at least $40 million, we do not anticipate being in a position to conduct an IPO in
the foreseeable future.  To the extent that we cannot qualify for a listing on an exchange, our ability to raise capital
will be diminished.


 


WE HAVE NOT RETAINED INDEPENDENT PROFESSIONALS
FOR INVESTORS.


 


We have not retained any independent professionals
to review or comment on the offering or otherwise protect the interests of the Investors hereunder. Although the Company has retained
its own counsel, such firm has not made any independent examination of any factual matters represented by management herein, and
purchasers of the securities offered hereby should not rely on such firm so retained with respect to any matters herein described.
Potential investors are encouraged to review all applicable documents with their advisors and conduct such due diligence regarding
their potential investment in the Company as they deep appropriate.


 


FILING REQUIREMENTS APPLICABLE TO CERTAIN
INVESTORS.


 


Investors that acquire five percent (5%)
or more of the our common stock may be required to file reports with the SEC disclosing such investor’s beneficial share
ownership of our common stock. To the extent such requirements apply to an investor, such investor will also be required to file
certain reports with the SEC reflecting any material changes of beneficial ownership. We will not file any such reports on behalf
of any investor.


 


THE FOREGOING RISK FACTORS
DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL OF THE RISKS INVOLVED IN PURCHASING THE UNITS OFFERED HEREIN. POTENTIAL INVESTORS
SHOULD READ THIS MEMORANDUM IN ITS ENTIRETY AND REVIEW THE COMPANY’S EXCHANGE ACT DOCUMENTS BEFORE DETERMINING WHETHER TO
PURCHASE THE UNITS.


 






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