Unassociated Document


    UNIT
PURCHASE AGREEMENT

    


    This is a
Unit Purchase Agreement (this “Agreement”), dated as
of May 20, 2010, by and among Atwood Minerals & Mining Corp, a Nevada
corporation (the “Company”), and
certain other persons (each such person, a “Purchaser” and
collectively, the “Purchasers”) listed
on Exhibit A
attached hereto, as Exhibit A may be
amended from time to time (as defined in Section 2 below).

     

    Pursuant
to this Agreement:

     

    
      	
            	
              (i)  

            	
              the
      Purchasers are purchasing up to 200 Units (as defined below) of the
      Company in the aggregate amount of up to Five Million Four
      Hundred  Thousand Dollars ($5,400,000) (the “Purchase
      Price”) at the Closing (as defined in Section 2
    below).

            


    

     

    
      	
            	
              (ii)  

            	
              the
      Purchasers are purchasing Units at a Purchase Price of $27,000 per Unit,
      and each Unit shall consist of (a) one hundred eighty thousand (180,000)
      shares (the “Shares”) of the Company’s common stock, par value $0.001 per
      share (“Common Stock”); (b) a Series A Warrant  (the “Series A
      Warrants”) to purchase ninety thousand (90,000) shares of Common
      Stock having the rights and in the form set forth on Exhibit B
      hereto; and (c) a Series B Warrant (the “Series B
      Warrants”) to purchase ninety thousand (90,000) shares of Common
      Stock having the rights and in the form set forth on Exhibit C
      hereto. The Warrants (as defined below) and the Shares collectively shall
      sometimes be referred to herein as the “Units.”

            


    

     

    
      	
            	
              (iii)  

            	
              each
      Series A Warrant shall be exercisable for 90,000 shares of Common Stock,
      and each Series B Warrant shall be exercisable for 90,000 shares of Common
      Stock.  The shares of Common Stock issuable upon exercise of the
      Warrants shall be collectively sometimes be referred to herein as the
      “Warrant
      Shares.”

            


    

    


    Certain
capitalized terms used herein are defined in Article 7.

    The
parties hereby agree as follows:

     

    
      	
              1.  

            	
              Purchase and Sale of
      Units.

            


    

     

    1.1   Authorization of Units. On or
prior to the Closing, the Company shall have authorized the sale and issuance to
the Purchasers of the Shares, and the issuance of the Warrants.

     

    1.2   Sale
and Purchase of Units.

     

    Subject
to the terms and conditions hereof, at the Closing, the Company hereby agrees to
issue and sell to each Purchaser, severally and not jointly, and each Purchaser
agrees to purchase from the Company, severally and not jointly, that number of
Units as set forth opposite such Purchaser's name on Exhibit A, as Exhibit A may be
amended from time to time, at a Purchase Price of $27,000 per Unit.

     

    1.3   Escrow
Agreement.  The aggregate proceeds of the sale of the Units
contemplated hereby shall be held in escrow pursuant to the terms of a Funds
Escrow Agreement to be executed by the parties substantially in the form
attached hereto as Exhibit D (the “Escrow
Agreement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.4   Registration Rights
Agreement.  The Company and the Purchasers will enter into a
registration rights agreement in the form of Exhibit E hereto (the
“Registration Rights
Agreement”).

     

    1.5   Additional
Offering.  The Purchasers agree that the Company shall have the
right to sell up to an additional principal amount of $540,000 of the Units (the
“Additional
Units”) to other persons pursuant to agreements with terms and conditions
substantially similar to this Agreement; provided, however, that all such
Additional Units are sold on or before the Final Closing Date (as defined
below).

     

    
      	
              2.  

            	
              The Closing;
      Delivery.

            


    

     

    2.1   The Closing. The purchase and
sale of the Units, and the issuance of the Shares and Warrants, shall be
consummated in a closing (the “Closing”), which is
to take place at the offices of Indeglia & Carney, P.C., 1900 Main Street,
Suite 300, Irvine, CA 92614, upon the satisfaction of all conditions to Closing
set forth in this Agreement; provided, however, that the
final closing shall occur on or before May 31, 2010 (the “Final Closing
Date”).  The “Closing Date” shall
be the date that subscriber funds representing the amount due the Company from
the Purchase Price is transmitted by wire transfer or otherwise to or for the
benefit of the Company.  Subject to the terms and conditions of this
Agreement, the Company and the Purchasers, as applicable, shall deliver the
documents described in Section 5.

     

    2.2   Deliveries.  At each
Closing,

     

    2.2.1   The
Purchaser shall deliver an executed completed (i) Purchaser Signature Page; (ii)
Escrow Agreement and (iii) Registration Rights Agreement.

     

    2.2.2   The
Purchaser shall deliver payment in full in the amount of the Purchase Price for
each Unit purchased, which payment shall be in the form of a check or wire
transfer to the trust account of the Company’s counsel (as set forth Escrow
Agreement), exchange of indebtedness or other securities or transfer of other
consideration approved by the Company or any combination of the
foregoing.  Where the Purchase Price identified on Exhibit A as a
cancellation of indebtedness or exchange of other securities, payment of the
Purchase Price shall be made by (i) surrendering for cancellation the original
instrument evidencing such indebtedness or otherwise being offered for exchange,
or (b) delivering an affidavit of loss and indemnity in a form reasonably
prescribed by the Company.

     

    2.2.3   The
Company will cause to be issued to the Purchaser the (i) certificates
representing the Shares issued as part of the Units purchased by the Purchaser
Each such Share shall be in definitive form and registered in the name of the
Purchaser, as set forth on the Purchaser Signature Page, against delivery to the
Company by the Purchaser of the items set forth in paragraphs 2.2.1 and 2.2.2
above.

     

    2.2.4   The
Company will issue the Warrants issued as part of the Units purchased by the
Purchaser.  Each such Warrant shall be in definitive form and
registered in the name of the Purchaser, as set forth on the Purchaser Signature
Page, against delivery to the Company by the Purchaser of the items set forth in
paragraphs 2.2.1 and 2.2.2 above.

     

    2.2.5   The
Company shall deliver an executed completed (i) Agreement; (ii) Escrow Agreement
and (iii) Registration Rights Agreement.

     

    2.3   Each Closing
Identical.  Each Closing shall be upon substantially identical
terms and conditions to those contained herein.  Each Closing may be
effected on or before the Final Closing Date at the Company’s sole election
until all of the Units have been sold.

     

    
      
        
        

      

      
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    2.4   Use of Proceeds. The Company
agrees that the proceeds from the sale of the Units will be used for working
capital and general corporate purposes.

     

    3.   Representations
and Warranties of the Company. In order to induce each
Purchaser to enter into this Agreement and to purchase the Units, except as set
forth in the SEC Documents (as defined in Section 3.5) the Company hereby makes
such representations and warranties, as of the date of this Agreement and of the
Closing, to each Purchaser as set forth below, subject in each case to such
exceptions as are set forth in the attached Disclosure Schedule.

     

    3.1   Incorporation. The Company and
the Subsidiaries (as defined in Section 3.15 below) is a corporation or other
entity duly organized, validly existing and in good standing under the laws of
the State of Nevada (or such other applicable jurisdiction of incorporation or
formation as is indicated on Schedule 3.1), and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the
business conducted or the character of the property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, would not result in a Material Adverse Effect.
Each of the Company and the Subsidiaries has all requisite corporate power and
authority to carry on its business as now conducted and to carry out the
transactions contemplated hereby. Neither the Company nor any of the
Subsidiaries is in violation of any of the provisions of its Certificate of
Incorporation (or other charter document) or By-laws.

     

    3.2   Capitalization.

     

    (a)   The
Company is authorized to issue 525,000,000 shares of Common Stock of which, as
of, April 27, 2010, 53,306,204 shares were issued and
outstanding.  Except as disclosed in Section 3.2 of the Disclosure
Schedule, there are no outstanding options, warrants, scrips, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company or contracts, commitments, understandings or arrangements by which the
Company is or may become bound to issue additional shares of capital stock or
any securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of any of the Units.

     

    (b)   The
Company has reserved the purpose of issuance upon exercise of the Warrants, a
number of shares of Common Stock sufficient to cover the exercise of the
Warrants.

     

    3.3   Registration Rights. Except as
set forth on Section 3.3 to the Disclosure Schedule, the Company
has not granted or agreed to grant to any Person any right (including
“piggy-back” and demand registration rights) to have any capital stock or other
securities of the Company registered with the SEC or any other government
authority.

     

    3.4   Authorization; Lawful
Issuance. All corporate action on the part of the Company, its officers
and directors necessary for the authorization, execution, delivery and
performance of this Agreement and the Transaction Documents and the consummation
of the transactions contemplated herein and therein has been taken. When
executed and delivered by the Company, each of this Agreement and the
Transaction Documents shall constitute a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
except as such may be limited by bankruptcy, insolvency, reorganization or other
laws affecting creditors' rights generally and by general equitable principles.
The Company has all requisite corporate power and authority to enter into this
Agreement and the Transaction Documents and to carry out and perform its
obligations under their respective terms. The issuance, sale and delivery
hereunder by the Company of the Shares, the issuance of the Warrants, and the
Warrant Shares, pursuant to the terms and subject to the conditions of this
Agreement, have been duly authorized by all requisite corporate action of the
Company. The Shares and Warrant Shares, when issued, will be duly and validly
issued and outstanding, fully paid and nonassessable, and not subject to
preemptive or any other similar rights of the stockholders of the Company or
others.

     

    
      
        
        

      

      
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    3.5   SEC Documents. The Company has
furnished or has had access at the EDGAR Website of the SEC to the Purchasers
true and complete copies of the following reports of the Company (collectively,
the “SEC
Documents”): (i) the annual report on Form 10-K for the year ended
November 30, 2009; (ii) quarterly reports on Form 10-Q for the periods ended
February 28, 2010 and (iii) the Company’s Current Report on Form 8-K dated April
27, 2010 (the “Current
Report”). As of their respective filing dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act, and the
rules and regulations promulgated thereunder, and none of the SEC Documents
contain 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
made 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 in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto in
effect at the time of filing.

     

     

    3.6   Consents. Except for (a) the
filing and effectiveness of any registration statement required to be filed by
the Company under the Securities Act pursuant to the terms of the Registration
Rights Agreement and (b) any required state “blue sky” law filings in connection
with the transactions contemplated hereunder or under the Transaction Documents,
all consents, approvals, orders and authorizations required on the part of the
Company in connection with the execution or delivery of, or the performance of
the obligations under, this Agreement and the Transaction Documents, and the
consummation of the transactions contemplated herein and therein, have been
obtained and will be effective as of the date hereof. The execution and delivery
by the Company of this Agreement and the Transaction Documents, the consummation
of the transactions contemplated herein and therein, and the issuance of the
Shares, the Warrants and the Warrant Shares, do not require the consent or
approval of the stockholders of, or any lender to, the Company.

     

    3.7   No Conflict; Compliance With
Laws.  Assuming the representations and warranties of the
Purchasers in Section 4 are true and correct:

     

    (a)   The
execution, delivery and performance by the Company of this Agreement and the
Transaction Documents, and the consummation of the transactions contemplated
hereby and thereby, including the issuance of the Shares, the Warrants and the
Warrant Shares, do not and will not (i) conflict with or violate any provision
of the Certificate of Incorporation (or other charter documents) or By-laws of
the Company or any of the Subsidiaries, (ii) breach, conflict with or result in
any violation of or default (or an event that with notice or lapse of time or
both would become a default) under, or give rise to a right of termination,
amendment, acceleration or cancellation (with or without notice or lapse of
time, or both) of any obligation, contract, commitment, lease, agreement,
mortgage, note, bond, indenture or other instrument or obligation to which the
Company or any of the Subsidiaries is a party or by which they or any of their
properties or assets are bound, except in each case to the extent such breach,
conflict, violation, default, termination, amendment, acceleration or
cancellation does not, and could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, or (iii) result in
a violation of any statute, law, rule, regulation, order, ordinance or
restriction applicable to the Company, the Subsidiaries or any of their
properties or assets, or any judgment, writ, injunction or decree of any court,
judicial or quasi-judicial tribunal applicable to the Company, the Subsidiaries
or any of their properties or assets.

     

    
      
        
        

      

      
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    (b)   Neither
the Company nor any of the Subsidiaries (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or
lapse of time or both, would result in a default by the Company or any of the
Subsidiaries), nor has the Company or any of the Subsidiaries received written
notice of a claim that it is in default under or that it is in violation of, any
indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties or assets is bound
(whether or not such default or violation has been waived), (ii) is in violation
of any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws relating to taxes,
environmental protection, occupational health and safety, product quality and
safety and employment and labor matters, except in each case as does not, and
could not, reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

     

    3.8   Brokers
or Finders.

     

    Except as
set forth on Section 3.8 to the Disclosure Schedule, neither the Company nor any
of the Subsidiaries has dealt with any broker or finder in connection with the
transactions contemplated by this Agreement or the Transaction Documents, and
neither the Company nor any of the Subsidiaries has incurred, or shall incur,
directly or indirectly, any liability for any brokerage or finders' fees or
agents' commissions or any similar charges in connection with this Agreement or
the Transaction Documents, or any transaction contemplated hereby or
thereby.

     

    3.9   OTCBB. The Company's Common
Stock is currently traded, and quoted, on the OTCBB.

     

    3.10  
 
Absence of Litigation. Except
as set forth on Schedule 3.10 to the Disclosure Schedule, there are no
pending or, to the Company's knowledge, threatened actions, suits, claims,
proceedings or investigations against or involving the Company or any of the
Subsidiaries except to the extent described in the SEC Documents.

     

     

    3.11  
 
No Undisclosed Liabilities;
Indebtedness. Since the date of the Current Report, except as set forth
on Section 3.11 to the Disclosure Schedule, the Company and the Subsidiaries
have incurred no liabilities or obligations, whether known or unknown, asserted
or unasserted, fixed or contingent, accrued or unaccrued, matured or unmatured,
liquidated or unliquidated, or otherwise, except for liabilities or obligations
that, individually or in the aggregate, do not or would not have a Material
Adverse Effect and other than liabilities and obligations arising in the
ordinary course of business. Except for indebtedness reflected in the SEC
Reports, the Company has no indebtedness outstanding as of the date hereof. The
Company is not in default with respect to any outstanding indebtedness or any
instrument relating thereto.

     

    3.12  
 
Title to Assets. Each of the
Company and the Subsidiaries has good and marketable title to all real and
personal property owned by it that is material to the business of the Company or
such Subsidiaries, in each case free and clear of all liens and encumbrances,
except those, if any, reflected in the SEC Reports or Section 3.12 of the
Disclosure Schedule or incurred in the ordinary course of business consistent
with past practice. Any real property and facilities held under lease by the
Company or the Subsidiaries are held by it or them under valid, subsisting and
enforceable leases (subject to laws of general application relating to
bankruptcy, insolvency, reorganization, or other similar laws affecting
creditors' rights generally and other equitable remedies) with which the Company
and the Subsidiaries are in compliance in all material respects.

     

    
      
        
        

      

      
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    3.13   Labor Relations. No labor or
employment dispute exists or, to the knowledge of the Company, is imminent or
threatened, with respect to any of the employees or consultants of the Company
that has, or could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

     

    3.14   Intellectual Property. The
Company is the sole and exclusive owner of, or has the exclusive right to use,
all right, title and interest in and to all material foreign and domestic
patents, patent rights, trademarks, service marks, trade names, brands,
copyrights (whether or not registered and, if applicable, including pending
applications for registration) and other proprietary rights or information,
owned or used by the Company (collectively, the “Rights”), and in and to each
material invention, software, trade secret, and technology used by the Company
or any of the Subsidiaries (the Rights and such other items, the “Intellectual
Property”), and, to the Company's knowledge, the Company owns and has the right
to use the same, free and clear of any claim or conflict with the rights of
others (subject to the provisions of any applicable license agreement). Except
as set forth on Schedule 3.14 to the Disclosure Schedule, there have been no
written claims made against the Company or any of the Subsidiaries asserting the
invalidity, abuse, misuse, or unenforceability of any of the Intellectual
Property, and, to the Company's knowledge, there are no reasonable grounds for
any such claims.

     

    3.15   Subsidiaries; Joint Ventures.
Except for the subsidiaries listed on Schedule 3.15 to the Disclosure Schedule
(the “Subsidiaries”), the
Company has no subsidiaries and (i) does not otherwise own or control, directly
or indirectly, any other Person and (ii) does not hold equity interests,
directly or indirectly, in any other Person. Except as described in the SEC
Documents, the Company is not a participant in any joint venture, partnership,
or similar arrangement material to its business.

     

    3.16   Private Placement; Communications
with Purchasers.  Neither the Company nor any person acting on
the Company's behalf has sold or offered to sell or solicited any offer to buy
the Shares, the Warrants or the Warrant Shares by means of any form of general
solicitation or advertising. Neither the Company nor any of its Affiliates nor
any person acting on the Company's behalf has, directly or indirectly, at any
time within the past six (6) months, made any offer or sale of any security or
solicitation of any offer to buy any security under circumstances that would (i)
eliminate the availability of the exemption from registration under Regulation D
under the Securities Act in connection with the sale or issuance of the Shares,
the Warrants or the Warrant Shares as contemplated hereby or (ii) cause the
offering or issuance of the Shares, the Warrants or the Warrant Shares pursuant
to this Agreement or any of the Transaction Documents to be integrated with
prior offerings by the Company for purposes of any applicable law, regulation or
stockholder approval provisions. None of the Company or any of the Subsidiaries
is, or is an Affiliate of, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. None of the Company or any of the
Subsidiaries is a United States real property holding corporation within the
meaning of the Foreign Investment in Real Property Tax Act of 1980. No consent,
license, permit, waiver, approval or authorization of, or designation,
declaration, registration or filing with, the SEC or any state securities
regulatory authority is required in connection with the offer, sale, issuance or
delivery of the Shares, the Warrants or the Warrant Shares other than the
possible filing of Form D with the SEC. The Company does not have any agreement
or understanding with any Purchaser with respect to the transactions
contemplated by this Agreement or the Registration Rights Agreement, other than
as specified in this Agreement or the Registration Rights
Agreement.

     

    3.17   Transactions with Affiliates and
Employees. Except as set forth in the SEC Documents, none of the officers
or directors of the Company and, to the knowledge of the Company, none of the
employees of the Company, is presently a party to any transaction or agreement
with the Company (other than for services as employees, officers and directors)
exceeding $60,000, including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner.

     

    
      
        
        

      

      
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    3.18   Insurance. The Company and the
Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary
for the business in which the Company and the Subsidiaries are engaged. The
Company has no reason to believe that it will not be able to renew existing
insurance coverage for itself and the Subsidiaries as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
or appropriate to continue business.

     

    3.19   Internal Accounting Controls.
Except as disclosed in the SEC Documents, the Company maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with United States generally
accepted accounting principles and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management's general or
specific authorizations, (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences, and (v) the Company is otherwise in compliance
with the Securities Act, the Exchange Act and all other rules and regulations
promulgated by the SEC and applicable to the Company, including such rules and
regulations to implement the Sarbanes-Oxley Act of 2002, as
amended.

     

    3.20   Disclosure. Neither the
Company nor, to the Company's knowledge, any other Person acting on its behalf
and at the direction of the Company, has provided to any Purchaser or its agents
or counsel any information that in the Company's reasonable judgment, at the
time such information was furnished, constitutes material, non-public
information, except such information as may have been disclosed to certain Board
members, who are affiliated with certain Purchasers, in their capacity as
directors of the Company. The Company understands and confirms that each
Purchaser will rely on the representations and covenants contained herein in
effecting the transactions contemplated by this Agreement and the Transaction
Documents, and in the securities of the Company after the Closing. All
disclosure provided to the Purchasers regarding the Company, its business and
the transactions contemplated hereby, including the Schedules to this Agreement
furnished by or on behalf of the Company, taken as a whole is true and correct
and does not contain any untrue statement of material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. No event
or circumstance has occurred or information exists with respect to the Company
or the Subsidiaries or its or their business, properties, prospects, operations
or financial conditions, which, under applicable law, rule or regulation,
requires public disclosure or announcement by the Company but which has not been
so publicly announced or disclosed. The Company acknowledges and agrees that no
Purchaser makes or has made any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in
Section 4.

     

    4.   Representations
and Warranties of the Purchasers. Each Purchaser hereby
severally and not jointly, represents and warrants to the Company, as to itself
only, as follows:

     

    4.1   Accreditation and Sophistication.
The Purchaser is an “accredited investor” as defined in Rule 50 1(a)
promulgated under the Securities Act and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the transactions contemplated under this Agreement and the Transaction
Documents. The
representations made by the Purchaser on the Purchaser Signature Page are true
and correct.

     

    
      
        
        

      

      
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    4.2   Foreign Investors. If the
Purchaser is not a United States Person (as defined by Section 770 1(a)(30) of
the Code), such Purchaser hereby represents that it has satisfied itself as to
the full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Units or any use of this Agreement or the
Transaction Documents, including (i) the legal requirements within its
jurisdiction for the purchase of the Securities, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale, or transfer of the Securities. Such Purchaser’s subscription and payment
for and continued beneficial ownership of the Securities will not violate any
applicable securities or other laws of the Investor’s jurisdiction.

     

    4.3   Organization, Good Standing and
Power. The Purchaser, if not an individual, is validly existing and in
good standing under the laws of the State in which it is organized or formed and
it has the requisite power to own, lease and operate its properties and assets
and to conduct its business as it is now being conducted. The Purchaser has the
requisite power and authority to enter into and perform this Agreement and the
Transaction Documents and to purchase the Units in accordance with the terms
thereof. The execution, delivery and performance of this Agreement and the
Transaction Documents by the Purchaser and the consummation by it of the
transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary action, and no further consent or authorization of
the Purchaser is required. This Agreement has been duly executed and delivered
by the Purchaser and constitutes, or shall constitute when duly executed and
delivered by all parties thereto, a legal, valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application. The
Purchaser represents that it has not been organized, reorganized or otherwise
formed for the purpose of investing in the Company.

     

    4.4   Ability to Bear Risk. The
Purchaser’s financial condition is such that it is able to bear all economic
risks of investment in the Securities, including a complete loss of its
investment therein. The Purchaser has sufficient knowledge and experience in
finance and business that he, she or it is capable of evaluating the risks and
merits of his, her or its investment in the Company.

     

    4.5   Investment Intent. This
Agreement is made with such Purchasers in reliance upon such Purchaser’s
representation to the Company, which by such Purchaser’s execution to this
Agreement, such Purchaser hereby confirms that it is acquiring the Shares, and
the Warrant and the Warrant Shares into which such Warrant may be exercised
(collectively, the “Securities”), solely for its own account and not as a
nominee or agent, for investment purposes, with no present intention of, and not
for the purpose of, distributing or reselling any of the Securities, or any
interest therein in violation of applicable securities laws.

     

    4.6   Disclosure of Company Information.
The Purchaser has received and read all information it has deemed
necessary or appropriate for purposes of considering its investment hereunder
including without limitation the SEC Documents, and has had the opportunity to
discuss the Company’s business with the directors, officers and management of
the Company. The Purchaser has also had the opportunity to ask questions and
receive answers from the Company regarding the terms and conditions of this
investment. The Purchaser represents that its decision to purchase the Units
hereunder is in reliance solely upon its own judgment together with the advice
of those advisors retained by such Purchaser, if any, and has been made without
any reliance on any recommendation or endorsement of the Company or any third
party with respect thereto.

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    4.7   Restricted
Securities.

     

     

    4.7.1   The
Purchaser has been advised that neither the Units, the Shares, the Warrants, nor
the Warrant Shares (collectively, the “Securities”) have been registered under
the Securities Act or any other applicable securities laws and that Securities
are being offered and sold pursuant to Section 4(2) of the Securities Act and
Rule 506 of Regulation D thereunder, and that the Company’s reliance upon
Section 4(2) and Rule 506 of Regulation D is predicated in part on the
Purchaser representations as contained herein.  The Purchaser
acknowledges that the Securities will be issued as “restricted securities” as
defined by Rule 144 promulgated pursuant to the Securities Act.  None
of the Securities may be resold in the absence of an effective registration
thereof under the Securities Act and applicable state securities laws unless, in
the opinion of the Company’s counsel, an applicable exemption from registration
is available.

     

    4.7.2   The
Purchaser represents that the Purchaser is acquiring the Securities for the
Purchaser’s own account, and not as nominee or agent, for investment purposes
only and not with a view to, or for sale in connection with, a distribution, as
that term is used in Section 2(11) of the Securities Act, in a manner which
would require registration under the Securities Act or any state securities
laws.

     

    4.7.3   The
Purchaser understands and acknowledges that the Securities, when issued, will
bear the following legend:

     

    THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE
HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

    


    4.7.4          
The Purchaser acknowledges that an investment in the Securities is not liquid
and is transferable only under limited conditions.  The Purchaser
acknowledges that such securities must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available.  The Purchaser is aware of the provisions
of Rule 144 promulgated under the Securities Act, which permits limited
resale of restricted securities subject to the satisfaction of certain
conditions and that such Rule is not now available and, in the future, may not
become available for resale of any of the Securities.

     

    4.8   No General Solicitation.
Neither such Purchaser, nor any of its officers, directors, employees, agents,
stockholders or partners has either directly or indirectly, including through a
broker or finder (a) engaged in any general solicitation, or (b) published any
advertisement in connection with the offer and sale of the
Securities.

     

    4.9   Exculpation Among Purchasers.
Such Purchaser acknowledges that it is not relying upon any Person, firm or
corporation, other than the Company and its officers and directors, in making
its investment or decision to invest in the Company. Such Purchaser agrees that
no Purchaser nor the respective controlling Persons, officers, directors,
partners, agents, or employees of any Purchaser shall be liable to any other
Purchaser for any action heretofore or hereafter taken or omitted to be taken by
any of them in connection with the purchase of the Units.

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

    4.10   Residence. If such Purchaser
is an individual, then such Purchaser resides in the state or province
identified in the address such Purchaser set forth on the Purchaser Signature
Page; if such Purchaser is a partnership, corporation, limited liability company
or other entity, then the office or offices of such Purchaser in which its
principal place of business is located at the address or addresses of the
Purchaser set forth on the Purchaser Signature Page.

     

    4.11   Pre-existing
Relationship.  The Purchaser has a preexisting personal or
business relationship with the Company, one or more of its officers, directors
or controlling persons, or one of the selling agents of the Company, if
any.

     

    4.12   Purchases by
Group.  Each Purchaser represents, warrants and covenants that
it is not acquiring the Units as part of a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.

     

    4.13   No Governmental
Review.  Each Purchaser understands that no United States
federal or state agency or any other governmental or state agency has passed on
or made recommendations or endorsement of the Securities or the suitability of
the investment in the Securities, nor have such authorities passed upon or
endorsed the merits of the offering of the Securities.

     

    4.14   Correctness of
Representations.  Each Purchaser represents as to such
Subscriber that the foregoing representations and warranties are true and
correct as of the date hereof and, unless a Purchaser otherwise notifies the
Company prior to each Closing Date, shall be true and correct as of each Closing
Date.

     

    4.15   Survival.  The
foregoing representations and warranties shall survive the Closing Date until
two years after the Closing Date.

     

     

    
      	
              5.  

            	
              Conditions to
      Closing.

            


    

     

    5.1   Conditions Precedent to the Closing.
The obligations of the Purchasers to the Company under this Agreement are
subject to the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived:

     

    (a)   The
representations and warranties of the Company, as contained in Section 3 hereof,
shall be true and correct in all material respects on and as of the
Closing.

     

    (b)   The
Company shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or
complied with by it, on or before the Closing, and shall have obtained all
approvals, consents and qualifications necessary to complete the purchase and
sale described herein. All actions necessary for the purpose of authorizing the
Company to consummate all of the transactions contemplated hereby, as applicable
to the Company, shall have been taken, including, without limitation, the
issuance of the Units, the issuance of the Shares and issuance of the Warrant
Shares upon exercise of the Warrants.

     

    (c)   All
authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Units pursuant to this
Agreement shall be obtained and effective as of the Closing.

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

    (d)   The
Company and each Purchaser and the other parties as specified therein shall have
executed and delivered the Escrow Agreement and Registration Rights
Agreement.

     

    (e)   All
corporate and other proceedings in connection with the transactions contemplated
at the Closing and all documents incident thereto shall be reasonably
satisfactory in form and substance to the Purchasers, and the Purchasers (or
their counsel) shall have received all such counterpart original and certified
or other copies of such documents as reasonably requested. Such documents may
include good standing certificates.

     

    5.2   Conditions of the Company’s
Obligations at the Closing. The obligations of the Company to each
Purchaser under this Agreement are subject to the fulfillment, on or before the
Closing in which such Purchaser is participating, of each of the following
conditions, unless otherwise waived:

     

    (a)   The
representations and warranties of each Purchaser contained in Section 4 shall be
true and correct in all material respects on and as of the Closing.

     

    (b)   All
covenants, agreements and conditions contained in this Agreement to be performed
by the Purchasers on or prior to the Closing, including payment of the Purchase
Price, shall have been performed or complied with in all material
respects.

     

    (c)   All
authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Securities pursuant to this
Agreement shall be obtained and effective as of the Closing.

     

    
      	
              6.  

            	
              Certain Covenants and
      Agreements.

            


    

     

    6.1   Transfer of Securities. Each
Purchaser agrees severally (as to itself only) and not jointly that it
shall not sell, assign, pledge, transfer or otherwise dispose of or encumber any
of the Shares, the Warrants or the Warrant Shares, except (i) pursuant to an
effective registration statement under the Securities Act, or (ii) pursuant to
an available exemption from registration under the Securities Act (including
sales permitted pursuant to Rule 144) and applicable state securities laws and,
if requested by the Company, upon delivery by such Purchaser of either an
opinion of counsel of such Purchaser reasonably satisfactory to the Company to
the effect that the proposed transfer is exempt from or does not require
registration under the Securities Act and applicable state securities laws or a
representation letter of such Purchaser reasonably satisfactory to the Company
setting forth a factual basis for concluding that such proposed transfer is
exempt from or does not require registration under the Securities Act and
applicable state securities laws. Any transfer or purported transfer of the
shares of Common Stock in violation of this Section 6.1 shall be void. The
Company shall not register any transfer of the shares of Common Stock in
violation of this Section 6.1. The Company may, and may instruct any transfer
agent for the Company, to place such stop transfer orders as may be required on
the transfer books of the Company in order to ensure compliance with the
provisions of this Section 6.1.

     

    6.2   Right of First
Refusal. The Company hereby agrees that during the period commencing
on the date hereof and ending 6 months after the Final Closing Date, the
Purchasers shall have a right of first refusal in any financing undertaken by
the Company during such period (a “Subsequent
Financing”). The Company shall provide to the Purchasers a written
summary of each Subsequent Financing at least 10 days in advance (“Financing Notice”) of
the proposed closing date of the Subsequent Financing, including the proposed
terms of the securities to be issued and purchase price, the anticipated
capitalization of the Company following the Subsequent Financing and the
proposed closing of such Subsequent Financing. The Purchasers shall have 10 days
from the date of mailing by the Company (by first class mail) of the Financing
Notice to advise the Company in writing to accept or reject all or a portion of
the Subsequent Financing.  Notwithstanding the foregoing, it is
understood and agreed that a Subsequent Financing shall not be deemed to
include: (i) Common Stock issuable or issued to employees, consultants or
directors of the Company directly or pursuant to a stock plan or other
compensation arrangement (including upon exercise of options or warrants)
approved by the Board of Directors of the Company; (ii) securities issued or
issuable upon exercise of the Warrants; (iii) capital stock, debt instruments
convertible into capital stock or warrants or options to purchase capital stock
issued in connection with bona fide acquisitions, mergers, purchases, corporate
partnering agreements, consulting agreements, joint ventures or similar
transactions, the terms of which are approved by the Board of Directors of the
Company, (v) securities issued in connection with bank or similar credit
facility or debt for receivables or (v) Common Stock or any other securities
exercisable or exchangeable for, or convertible into shares of Common Stock
outstanding as of May 13, 2010.

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

    6.3   Publicity. Except to the
extent required by applicable laws, rules, regulations or stock exchange
requirements, neither (i) the Company, the Subsidiaries or any of their
Affiliates nor (ii) any Purchaser or any of its Affiliates shall, without the
written consent of the other, make any public announcement or issue any press
release with respect to the transactions contemplated by this Agreement. In no
event will either (i) the Company, the Subsidiaries or any of their Affiliates
or (ii) any Purchaser or any of its Affiliates make any public announcement or
issue any press release with respect to the transactions contemplated by this
Agreement without consulting with the other party, to the extent feasible, as to
the content of such public announcement or press release.

     

    6.4   Required Approvals. As
promptly as practicable after the date of this Agreement, the Company shall
make, or cause to be made, all filings with any governmental or administrative
agency or any other Person necessary to consummate the transactions contemplated
hereby.

     

    6.5   Form 8-K. The Company shall
file a Current Report on Form 8-K describing the transactions consummated under
this Agreement not later than the fourth business day after each Closing
Date.

     

     

    
      	
              7.  

            	
              Definitions.

            


    

     

    (a)   “Affiliate” means any
Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, a Person, as such
terms are used and construed under Rule 144 (as defined below) and in all cases
including, without limitation, any Person that serves as a general partner
and/or investment adviser or in a similar capacity of a Person.

     

    (b)   “Board” means the
board of directors of the Company.

     

    (c)   “Closing” has the
meaning set forth in Section 2.

     

    (d)   “Closing Date” has the
meaning set forth in Section 2.

     

    (e)          
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and all of the rules and
regulations promulgated thereunder.

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

    (f)   “Majority Holders”
means the holders of at least the majority of the Shares issued hereunder still
outstanding.

     

    (g)   “Material Adverse
Effect” means any event, occurrence or development that has had, or that
could reasonably be expected to have, individually or in the aggregate with
other events, occurrences or developments, a material adverse effect on the
assets, liabilities (contingent or otherwise), business, affairs, operations,
prospects or condition (financial or otherwise) of the Company.

     

    (h)   “OTCBB” means
Over-the-Counter Bulletin Board.

     

    (i)   “Person” (whether or
not capitalized) means an individual, entity, partnership, limited liability
company, corporation, association, trust, joint venture, unincorporated
organization, and any government, governmental department or agency or political
subdivision thereof.

     

    (j)   “Registration Rights
Agreement” has the meaning set forth in Section 1.4.

     

    (k)   “Rule 144” means Rule
144 promulgated under the Securities Act and any successor or substitute rule,
law or provision.

     

    (l)   “SEC” means the
Securities and Exchange Commission.

     

    (m)   “Securities Act” means
the Securities Act of 1933, as amended, and all of the rules and regulations
promulgated thereunder.

     

    (n)   “Series A Warrant”
means the Company’s Series A Warrant.

     

    (o)   “Series B Warrant”
means the Company’s Series B Warrant.

     

    (p)   “Transaction
Documents” means, collectively, this Agreement, the Registration Rights
Agreement, the Warrants and the Escrow Agreement.

     

    (q)   “Warrants” means the
Series A Warrants and the Series B Warrants.

     

    (r)   “Warrant Shares” means
the shares of Common Stock issued or issuable upon the exercise of the
Warrants.

     

    
      	
              8.  

            	
              Miscellaneous
      Provisions.

            


    

     

    8.1   Amendments,
Consents, Waivers, Etc.

     

    (a)   This
Agreement or any provision hereof may be amended or terminated by the agreement
of the Company and the Majority Holders, and the observance of any provision of
this Agreement that is for the benefit of the Purchasers may be waived (either
generally or in a particular instance, and either retroactively or
prospectively), and any consent, approval, or other action to be given or taken
by the Purchaser pursuant to this Agreement may be given or taken by the written
consent of the Majority Holders; provided that (i) any Person may in writing
waive, as to itself only, the benefits of any provision of this Agreement; (ii)
unanimous consent of all of the Purchasers shall be required to (1) waive any
closing condition to this Agreement; (2) amend this Agreement, and (3) amend
this Section 8(a)(ii); (iii) the Warrants may not be amended without the consent
of the majority of the holders of the Warrants then issued hereunder; and (iv)
this Section 8.1 (a)(iv) may not be waived or amended without the affirmative
waiver or consent of the Majority Holders.

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

    (b)   No course
of dealing between the Company and any Purchaser will operate as a waiver of the
Company’s or any Purchaser’s rights under this Agreement. No waiver of any
breach or default hereunder will be valid unless in a writing signed by the
waiving party. No failure or other delay by any Person in exercising any right,
power, or privilege hereunder will be or operate as a waiver thereof, nor will
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power, or privilege.

     

    8.2   Notices. All notices,
requests, payments, instructions or other documents to be given hereunder will
be in writing or by written telecommunication, and will be deemed to have been
duly given if (i) delivered personally (effective upon delivery), (ii) mailed by
certified mail, return receipt requested, postage prepaid (effective five
business days after dispatch), (iii) sent by a reputable, established courier
service that provides evidence of delivery and guarantees next business day
delivery (effective the next business day), or (iv) sent by telecopier followed
within 24 hours by confirmation by one of the foregoing methods (effective upon
receipt of the telecopy in complete, readable form), addressed as follows (or to
such other address as the recipient party may have furnished to the sending
party for the purpose pursuant to this Section 8.2):

    


    
      	
            	
              (a)  

            	
              If
      to the Company:

            


    

    


    Atwood
Minerals & Mining Corp.

    63 Main
Street, #202

    Flemington,
New Jersey 08822

    Telephone:
(908) 968-0838

    Fax:
(908) 934-9253

    Attention:
Chief Financial Officer

    


    With a
copy to:

    


    Indeglia
& Carney, P.C.

    1900 Main
Street, Suite 300

    Irvine,
CA 92614

    Telephone:  (949)
861-3321

    Fax: (949)
861-3324

    Attention:  Marc
A. Indeglia, Esq.

    


    (b) If to any
Holder, to the address of such Holder as set forth on the written records of the
Company.

     

    with a
copy sent at the same time and by the same means to:

     

     

    8.3   Counterparts. This Agreement
may be executed by the parties in separate counterparts, each of which when so
executed and delivered will be an original, but all of which together will
constitute one and the same agreement. In pleading or proving this Agreement, it
will not be necessary to produce or account for more than one such counterpart.
Each party hereto will receive by delivery or facsimile transmission a duplicate
original of this Agreement executed by each party, and each party agrees that
the delivery of this Agreement by facsimile transmission will be deemed to be an
original of this Agreement so transmitted.

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

    8.4   Legal
Fees.   The Company shall pay to Indeglia & Carney,
P.C., a cash fee equal to (i) $46,000 to be paid on the initial Closing Date and
(ii) the amount of any outstanding balance due them on any subsequent Closing
Date to be paid on such Subsequent Closing Date, as reimbursement for legal
services rendered (“Legal
Fees”).  These fees will be payable on the Closing Dates out of
funds held pursuant to the Escrow Agreement.

     

    8.5   Captions. The captions of
sections or subsections of this Agreement are for reference only and will not
affect the interpretation or construction of this Agreement.

     

    8.6   Binding Effect and Benefits.
This Agreement will bind and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Except as otherwise provided
in this Agreement, the provisions of this Agreement that are for the Purchaser’s
benefit will inure to the benefit of all permitted transferees of the
Securities, and the applicable provisions of this Agreement that bind the
Purchaser will bind all transferees of the Securities. Nothing in this Agreement
is intended to or will confer any rights or remedies on any Person other than
the parties hereto, permitted transferees of the Securities, and their
respective successors and permitted assigns.

     

    8.7   Construction. The language
used in this Agreement is the language chosen by the parties to express their
mutual intent, and no rule of strict construction will be applied against any
party.

     

    8.8   Further Assurances. From time
to time on and after the date hereof, the parties hereto will promptly execute
and deliver all such further instruments and assurances, and will promptly take
all such further actions, as any of the other parties hereto may reasonably
request in order to more effectively effect or confirm the transactions
contemplated by the Transaction Documents and to carry out the purposes hereof
and thereof. In connection with future financings of the Company, the Company
hereby agrees to consider reasonable requests from the investors in such
financings for any amendments to the Transaction Documents.

     

    8.9   Severability. No invalidity or
unenforceability of any section of this Agreement or any portion thereof will
affect the validity or enforceability of any other section or the remainder of
such section.

     

    8.10  
 
Equitable Relief. Each of the
parties acknowledges that any breach by such party of his, her, or its
obligations under this Agreement would cause substantial and irreparable damage
to one or more of the other parties and that money damages would be an
inadequate remedy therefor. Accordingly, each party agrees that the other
parties or any of them will be entitled to an injunction, specific performance,
and/or other equitable relief to prevent the breach of such
obligations.

     

    8.11  
 
Entire Agreement. This
Agreement and the Transaction Documents together with any annexes, exhibits and
Disclosure Schedules hereto and thereto, contain the entire understanding and
agreement among the parties, or between or among any of them, and supersede any
prior or contemporaneous understandings or agreements between or among any of
them, with respect to the subject matter hereof, including any term sheet or
letter of intent relating to the transactions contemplated hereby and thereby.
No representations or warranties by the Company are made, or shall be deemed to
have been made, at any time or in any manner, whether written or oral, other
than such representations and warranties as expressly set forth in this
Agreement and the Security Agreement.

     

    8.12  
 
Governing Law. This Agreement
will be governed by and interpreted and construed in accordance with the
internal laws of the State of California (without reference to principles of
conflicts or choice of law that would result in the application of laws of
another jurisdiction). The parties hereto hereby irrevocably submit to the
co-exclusive jurisdiction of any state or federal court sitting in the County of
Orange in the State of California, as the case may be, over any action or
proceeding arising out of or relating to this Agreement, and hereby irrevocably
agree that all claims in respect to such action or proceeding may be heard and
determined in such state or federal court. The parties agree that a final
judgment in any action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

    8.13  
 
Waiver of Jury Trial. Each
party hereto expressly waives its rights to a jury trial with respect to any
action or claim arising out of any dispute in connection with, or contemplated
by, this Agreement.

     

    8.14  
 
Waiver of Certain Damages.
Each party to this Agreement, to the fullest extent permitted by law,
irrevocably waives any rights that they may have to incidental, consequential or
special (including punitive or multiple) amages or any equitable equivalent
thereof or substitute therefor based upon, or arising out of, this Agreement or
any course of conduct, course of dealing, statements or actions of any of them
relating thereto.

     

    8.15  
 
Disclosure Schedule. For
purposes of this Agreement, with respect to any matter that is clearly disclosed
in any portion of the Disclosure Schedule in such a way as to make its relevance
to the information called for by another Section of this Agreement readily
apparent, such matter shall be deemed to have been included in the Disclosure
Schedule in response to such other Section, notwithstanding the omission of any
appropriate cross-reference thereto.

     

    8.16  
 
Construction. The language
used in this Agreement and the Transaction Documents will be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any party.

     

    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        
        

      

    

    Executed
and delivered as an agreement under seal as of the date first above
written.

     

    
      
        	COMPANY:	ATWOOD
      MINERALS & MINING CORP.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

       

    

     

    [the
remainder of this page intentionally left blank]

    


    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

    PURCHASER
SIGNATURE PAGE

    


    The undersigned Purchaser has read the
Securities Purchase Agreement dated as of May __, 2010 and acknowledges that
execution of this Purchaser Signature Page shall constitute the undersigned’s
execution of such agreement.

    


    I hereby subscribe for an aggregate of
____10.74074_____ Units
at $27,000 per Unit and hereby deliver good funds with respect to this
subscription for the Units.

    


    


    I am a resident of the State of
_______________________________________________.

    


    Telperion Holding
Ltd. 

    
      

    

    Please print above the exact name(s) in
which the Units are to be held

    


    


    
      	
              My
      address is: 

            	
              PO
      Box 822 GT, Suite 10

            


    

    2nd
Floor, Jack and Jill Building,

    19 Fort
Street

    Georgetown
Grand Cayman

    Cayman
Islands

    


    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        
        

      

    

    I
acknowledge that the offering of the Units is subject to the Federal securities
laws of the United States and state securities laws of those states in which the
Shares are offered, and that, pursuant to the U.S. Federal securities laws and
state securities laws, the Units may be purchased by persons who come within the
definition of an “Accredited Investor” as that term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act (“Regulation D”).

    


    By
initialing one of the categories below, I represent and warrant that I come
within the category so initialed and have truthfully set forth the factual basis
or reason I come within that category.  All information in response to
this paragraph will be kept strictly confidential.  I agree to furnish
any additional information that the Company deems necessary in order to verify
the answers set forth below.

     

    NOTE:  You
must either initial that at least ONE
category.

     

    Individual
Purchaser:

    (A
Subscriber who is an individual may initial either Category I, II, or
III)

     

    
      
        	
                Category
      I

              	
                _____         
      I am a director or executive officer of the
  Company.

              


      

    

     

    
      
        	
                Category
      II

              	
                _____         
      I am an individual (not a partnership, corporation, etc.) whose individual
      net worth, or joint net worth with my spouse, presently exceeds
      $1,000,000.

              


      

    

     

    Explanation.  In
calculation of net worth, you may include equity in personal property and real
estate, including your principal residence, cash, short term investments, stocks
and securities.  Equity in personal property and real estate should be
based on the fair market value of such property less debt secured by such
property.

     

    
      
        	
                Category
      III

              	
                _____         
      I am an individual (not a partnership, corporation, etc.) who had an
      individual income in excess of $200,000 in 2002 and 2003, or joint income
      with my spouse in excess of $300,000 in 2002 and 2003, and I have a
      reasonable expectation of reaching the same income level in
      2004.

              


      

    

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

    Entity
Purchasers:

    


    (A Purchaser which is a corporation,
limited liability company, partnership, trust, or other entity may initial either Category IV, V, VI,
VII or VIII)

     

    
      
        	
                Category
      IV

              	
                _____         
      The Purchaser is an entity in which all of the equity owners are “Accredited Investors” as
      defined in Rule 501(a) of Regulation D.  If relying upon this category
      alone, each equity owner must complete a separate copy of this
      Agreement.

              


      

    

     

    _____________________________________________________

     

    _____________________________________________________

     

    
      	
               
      

            	
              _____________________________________________________

            


    

    
      	
            	
               
      

            	
              (describe
      entity)

            


    

     

    
      
        	
                Category
      V

              	
                _____         
      The Purchaser is a trust, with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares offered, whose
      purchase is directed by a “Sophisticated Person” as
      described in Rule 506(b)(2)(ii) of Regulation
D.

              


      

    

     

    
      
        	
                Category
      VI

              	
                _____         
      The Purchaser is an organization described in Section 501(c)(3) of the
      Internal Revenue Code, corporation, Massachusetts or similar business
      trust, or partnership, not formed for the specific purpose of acquiring
      the Units, with total assets in excess of
  $5,000,000.

              


      

    

     

    _____________________________________________________

     

    _____________________________________________________

     

    
      	
               
      

            	
              _____________________________________________________

            


    

    
      	
            	
               
      

            	
              (describe
      entity)

            


    

     

    
      
        	
                Category
      VII

              	
                The
      Purchaser is a private business development company as defined in Section
      202(a)(22) of the Investment Advisers Act of
  1940.

              


      

    

     

    _____________________________________________________

     

    _____________________________________________________

     

    
      	
               
      

            	
              _____________________________________________________

            


    

    (describe
entity)

    


    


    Executed this _____ day of
____________, 2010at ____________________, ________________.

    


    
      
        
        

      

      
        - 20
-

        
          

        

      

      
        
        

      

    

    SIGNATURES

    


    INDIVIDUAL


    


     

    
      	 	 	 
	 	 	Name
	 	 	 
	

              Signature
      (Individual)

            	 	

              Street
      address

            
	 	 	 
	 	 	

              Address
      to Which Correspondence Should be Directed

            
	 	 	 
	 	 	 
	

              Signature
      (All record holders should sign)

            	 	

              City,
      State and Zip Code

            
	 	 	 
	 	 	 
	

              Name(s)
      Typed or Printed

            	 	Tax Identification
      or Social Security Number
	 	 	(            )
	 	 	

              Telephone
      Number

            
	 	 	 
	 	 	 
	

              Name(s)
      Typed or Printed (All recorded holders should sign)

            	 	 


    

     

    
      
        
        

      

      
        - 21
-

        
          

        

      

      
        
        

      

    

    CORPORATION,
PARTNERSHIP, TRUST ENTITY OR OTHER


    


     

    
      	Telperion
      Holding Ltd.	 	

              Address
      to Which Correspondence Should be Directed:

            
	 	 	 
	

              Name
      of Entity

            	 	 
	 	 	 	

              PO
      Box 822 GT, Suite 10

              2nd
      Floor, Jack and Jill Building

              19
      Fort Street

            
	 	 	 
	Type
      of Entity (i.e., corporation, partnership, etc.)	 	

              Street
      Address

            
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	 	

              *Signature

            	 	

              Tax
      Identification or Social Security Number

            
	 	 	 	 
	 	 	 	Georgetown Grand
      Cayman, Cayman Islands
	 	 	 
	

              State
      of Formation of Entity

            	 	

              City,
      State and Zip Code

            
	 	 	 	 
	 	 	 
	

              Name
      Typed or Printed

            	 	 
	 	 	 	 
	Its:	 	 	(           )
	 	

              Title

            	 	

              Telephone
      Number

            


    

     

    *If Units
are being subscribed for by an entity, the Certificate of Signatory must also be
completed.

    


    
      
        
        

      

      
        - 22
-

        
          

        

      

      
        
        

      

    

    CERTIFICATE
OF SIGNATORY

    


    To be completed if Units are being
subscribed for by an entity.

    


    


    I,__________________________________,
am the ___________________________ of

    


    Telperion Holding
Ltd. (the “Entity”).

    


    I certify that I am empowered and duly
authorized by the Entity to execute and carry out the terms of the Securities
Purchase Agreement and to purchase and hold the Units.  The Unit
Purchase Agreement has been duly and validly executed on behalf of the Entity
and constitutes a legal and binding obligation of the Entity.

    


    IN
WITNESS WHEREOF, I have hereto set my hand this ______ day of ____________,
2010.

    


     

    
      	 
      	
            


    

    
      Signature

      
        
          
          

        

        
          - 23
-

          
            

          

        

        
          
          

        

      

    

    SCHEDULE
OF PURCHASERS

     

     

    TO
UNIT PURCHASE AGREEMENT

     

     

    Purchasers
of Units

    
      	
               

              Purchaser

            	
               

              Amount
      of Units

            	
               

              Amount
      of Shares

            	
               

              Amount
      of Series A Warrant Shares

            	
               

              Amount
      of Series B Warrant Shares

            	
               

              Debt/Securities
      to be Surrendered or Exchanged

            	
               

              Total
      Purchase Price ($)

            
	
               

              Telperion
      Holding Ltd.

            	
               

              10.74074

            	
               

              1,933,333

            	
               

              966,666

            	
               

              966,666

            	
               

              --

            	
               

              $290,000