SUBSCRIPTION AGREEMENT


 


Proven Technology and Equipment Corp.


$415,000

Class A Preferred Stock


Common Stock par value $0.0001


at $0.083 (5 Million Shares)


 


The undersigned, on
the terms and conditions herein set forth, tenders this subscription (“Agreement”) to the Offering (as hereinafter
defined).


 


1.            Definitions.


 


		(a)	"Commission" shall mean the Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.



 


		(b)	"Security or Securities” shall mean the securities offered under this subscription agreement
by the Company named above.



 


		(c)	“Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended, or any
similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.



 


		(d)	"Securities Act" shall mean the Securities Act of 1933, as amended, or any similar successor
federal statute and the rules and regulations thereunder, all as the same shall be in effect from-time to time.



 


2.           Subscription.



 


Subject to the terms
and conditions hereof, the undersigned hereby agrees on the terms and conditions described herein to purchase and irrevocably subscribe
for the securities described in this agreement effective upon tender in the manner described herein. Tender of the purchase price
may be made in the manner and at the time set forth herein, by delivering to the Company of good funds payable to the Company.


 


The undersigned acknowledges
the following:


 


		(a).	To effect a subscription for the Securities, the undersigned shall tender as described above the
purchase price in full for the Securities subscribed for hereby at the time that this Agreement is delivered to the Company. The
undersigned's subscription may be accepted in whole or in part, and may be rejected by the Company in its sole discretion. If accepted,
the subscription proceeds when received by the Company will be deposited by the Company until deployed by the Company for the purpose
of the Company. If accepted in part, any rejected portion of the subscription proceeds that have been remitted to the Company will
be promptly refunded to the undersigned. Subscriptions shall be subject to allotment before and after acceptance.



 



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		(b).	If this offering is terminated prior to consummation, the Company shall return to the undersigned
an amount equal to any cash tendered with the subscription.



 


Except as provided
above, in the event that the offer to sell the Securities is terminated or in the event that his or her subscription is rejected
by the Company in whole or in part for any reason, the undersigned shall have no claim against the Company of any kind or nature
whatsoever, including any claim as to any interest in the Company or any property or assets proposed to be developed, owned and
operated by the Company.


 


3.          Representations
and Understandings. 


 


The undersigned (jointly and severally
if more than one,) hereby represents warrants and covenants as follows:


 


(a)        The
undersigned acknowledges receipt of all information related to the company necessary for the investor to evaluate and make an investment
decision. In evaluating the suitability of an investment in the Company, the undersigned has not relied on any representations
or other information (whether written or oral) from the Company, except as expressly set forth in this Agreement. The undersigned
also acknowledges that he or she has relied solely upon the information received from the Company and upon investigations made
by him or her in making the decision to invest in the Company.


 


THE UNDERSIGNED IS AWARE THAT
AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND HAS CAREFULLY CONSIDERED THE RISK FACTORS SPECIFIED
IN THE LIMITED INVESTMENT. 


 


(b)        The
undersigned recognizes that the Investment and the information furnished by the Company do not constitute investment, accounting,
tax or legal advice. Moreover, the undersigned is not relying on the Company with respect to the undersigned's tax and other economic
circumstances in connection with his investment. In regard to the tax and other economic considerations related to this investment,
the undersigned has relied on the advice of, or has consulted with, only his or her own professional advisors.


 


(d)        The
undersigned is aware that the Securities are being offered and sold under exemptions from registration under the Securities Act
including without limitation, the exemptions provided by Section 3(b) of the Securities Act, and Rule 504 of Regulation D, as well
as exemptions under certain state securities laws for nonpublic offerings, and makes the following representations, declarations
and warranties with the intent that the same shall be relied upon in determining his or her suitability as a subscriber for the
Company Interests:


 



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		(i)	The Securities hereby subscribed for are being acquired by the undersigned in good faith for his
or her own personal account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof,
and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the same.
By executing this Agreement, the undersigned further represents that he or she does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to
any of the Securities.



 


		(ii)	The undersigned represents that:



 


		(1)	The undersigned is either:



 


		(A)	A natural person whose individual net worth, or joint net worth with his or her's spouse, at the
time of the purchase of the Securities exceeds $1,000,000; or



 


		(B)	A natural person who had an individual income in excess of $200,000 in each of the two most recent
years or joint income with his or hers’ spouse in excess of $300,000 in each of those years and has reasonable expectations
of reaching the same income level in the current year; or



 


		(C)	A trust with total assets in excess of $5,000,000, which was not formed for the specific purpose
of acquiring the Securities, and for which a sophisticated person (as described in Rule 506 (b) (2) (ii) of Regulation D) makes
all investment decisions; or



 


		(D)	A director or executive officer of the Company; or



 


		(E)	A tax exempt organization within the meaning of section 501(c)(3) of the Internal Revenue Code,
or a corporation, Company, or similar business trust, which in each case has total assets in excess of $5,000,000 and was not formed
for the specific purpose of acquiring the Company Interests; or



 


		(F)	A private business development Company as defined in section 202 (a) (22) of the Investment Advisers
Act of 1940, as amended; or



 



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		(G)	A bank as defined in section 3 (a) (2) of the Securities Act, or any savings and loan association
or other institution as defined in section 3 (a) (5) (A) of the Securities Act, whether acting in an individual or fiduciary capacity;
broker or dealer registered pursuant to section 15 of the Exchange Act; insurance Company as defined in section 2(13) of the Securities
Act; investment Company, registered under the Investment Company Act of 1940, as amended, or a business development Company as
defined in section 2 (a) (48) of that Act; small business investment Company licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; plan established and maintained by a state
or its political subdivisions for the benefit of its employees which has total assets in excess of $5,000,000; or employee benefit
plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended: (x) which has total assets
exceeding $5,000,000, or (y) for which a bank, savings and loan association, insurance Company or registered investment advisor
makes investment decisions, or (z) if a self-directed plan, for which investment decisions are made solely by accredited investors;
or



 


		(H)	An entity in which all of the equity owners meet at least one of the criteria set forth in subparagraphs
(A) through (G) above; or



 


(2)          If the undersigned
is not one of the persons set forth in (A) through (H) hereinabove, than the undersigned (a) is able to bear the economic risks
of an investment in the Securities, and to afford the complete loss of his or her investment, (b) has made other speculative investments,
and, by reason of his or her business or financial experience or the business or financial experience of his or her professional
advisors who are unaffiliated with and not compensated by the Company, or any affiliate thereof, directly or indirectly, could
be reasonably assumed to have the capacity to protect his or her own interests in connection with the offering, or (c) has
a pre-existing personal or business relationship with either the Company or any affiliate thereof, of such duration and nature
as would enable a reasonably prudent purchaser of the Securities to be aware of the character, business acumen and general business
and financial circumstances of the Company or affiliate thereof, and is otherwise personally qualified to evaluate and assess the
risks, nature and other aspects of the offering, and (d) has a personal net worth (exclusive of home, home furnishings and
personal automobiles) of at least $150,000 and an adjusted gross income of at least $125,000 for the two most recent years for
which tax returns have been filed and has a reasonable expectation that his or her adjusted gross income for 2002, before adjustment
for investment in the Securities will be comparable to his or her 2000 and 2001 adjusted gross incomes.


 


However, if the undersigned
has advised the Company in writing that he or she does not meet the qualifications described above, then the undersigned will provide
information about his or her qualifications and the Company shall decide, in its sole discretion, to accept or reject this subscription.
The Company reserves the right, in its sole discretion, to accept or reject any subscription for Securities regardless of whether
the undersigned meets the qualifications described in subparagraph (d) above.


 



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(e)          The undersigned
represents, warrants and agrees that he or she will not sell or otherwise transfer the Securities without registration under applicable
state securities laws or without an exemption therefrom, and is aware that he or she will be required to bear the financial risks
of his or her purchase for an indefinite period of time because, among other reasons, the Securities have not been registered with
any regulatory authority of any State and, therefore, cannot be transferred or resold unless they are subsequently registered under
applicable state securities laws or an exemption from such registration is available. The undersigned also understands that the
Company is under no obligation to register the Company Interests on his or her behalf or to assist him or her in complying with
any exemption from registration under applicable state securities laws other than as may be set forth in this Agreement.


 


(f)          The
undersigned recognizes that no federal or state agency has recommended or endorsed the purchase of the Securities or passed upon
the adequacy or accuracy of the information set forth in the Investment, and that the Company is relying on the truth and accuracy
of the representations, declarations and warranties of the undersigned contained herein.


 


(g)         The
undersigned has at all times been given the opportunity to obtain reasonably requested additional information, to verify the accuracy
of the information received and to ask questions of and receive answers from certain representatives of the Company concerning
the terms and conditions of the offering and the nature and prospects of the Company's business.


 


(h)         The
offer to sell the Securities was communicated to the undersigned directly by the Company by means of the Investment and not through
any form of general advertising or solicitation such as advertisements or other communications in newspapers, magazines or other
media, broadcasts on radio or television, seminars or promotional meetings or any generally circulated letter, circular (other
than the Investment) or other written communication.


 


(i)          The
undersigned recognizes that there may be no public market for the Securities, and that it is extremely unlikely that there will
be such a market in the future since the Company is under no obligation to register the Securities under the Securities Act or
any state securities laws; or to comply with any exemption available for the resale of Securities without registration. The transferability
of the Securities will also be restricted. Furthermore, the laws of various states also may require transferees of the Securities
to meet standards similar to those set forth in subparagraph (d) above. Thus, the undersigned realizes that he or she cannot expect
to be able to liquidate his or her investment in the Company readily or at all in the case of an emergency.


 


(j)          The
undersigned is purchasing the Securities for investment for his or her own account and not with a view to or for sale in connection
with any distribution of the Securities to or for the accounts of others. The undersigned agrees that he or she will not dispose
of the Securities hereby subscribed for, or any portion thereof or interest therein, unless and until counsel for the Company shall
have determined that the intended disposition is permissible and does not violate the Securities Act or the rules and regulations
of the Commission thereunder, or the provisions of any applicable state securities laws, or any rules or regulations thereunder.


 


(k)         The
undersigned recognizes that the purchase of a unit of Securities is a speculative investment and any financial forecasts or other
estimates which may have been made by the Company merely represent predictions of future events which may or may not occur and
are based on assumptions which may or may not occur. As a consequence, such financial forecasts or other estimates may not be relied
upon to indicate the actual results which might be attained.


 



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(l)          The
undersigned, if a corporation, Company, trust or other form of business entity, is authorized and otherwise duly qualified to purchase
and hold Securities. Such entity has its principal place of business as set forth in the signature pages hereof. The undersigned
hereby agrees to supply any additional written information that may be required by the Company.


 


(m)         The
undersigned has not distributed the Investment to anyone other than the undersigned's professional advisor or legal or tax counsel,
and no one except such professional advisor or counsel has used the Investment, and the undersigned has not made any copies thereof
except such copies as may have been distributed to such professional advisor or counsel. The undersigned has not utilized the contents
of the Investment for any purpose other than to evaluate an investment in the Securities and will return the Investment at the
request of the Company.


 


(n)          If
the undersigned is not a United States citizen, then he or she hereby represents that he or she has satisfied himself or herself
to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Company Interests
or any use of this Agreement, including (i) the legal requirements with his jurisdiction for the purchase of 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, which may be relevant to the purchase, holding, redemption, sale, or
transfer of the Securities. Such subscription by the undersigned and payment for, and his or her continued beneficial ownership
of the Company Interests will not violate any applicable securities or other laws of his jurisdiction.


 


(o)          The
undersigned understands and agrees that depending upon his or her state of residence, a legend in substantially the following form
may be placed on all certificates evidencing the Securities:


 


THE SALE OF THE SECURITIES THAT IS THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE TEXAS SECURITIES ACT BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING
TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON
OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE TEXAS SECURITIES ACT, IF SUCH REGISTRATION IS REQUIRED.


 


(p)          The
undersigned agrees that this subscription is subject to each of the following terms and conditions:


 


		(i)	The Company shall have the right to accept or reject this subscription in whole or in part, for
any reason, in its sole and absolute discretion. If all or any part of the subscription is not accepted, the Company will return
the subscription or rejected part thereof to the undersigned without - any interest earned thereon. Subscriptions shall be subject
to allotment before and after acceptance.



 



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		(ii)	The Securities to be acquired on account of this subscription will be acquired in the name of and
be delivered only to the undersigned.



 


		(iii)	Except as otherwise provided herein, neither this subscription nor any agreement of the undersigned
hereunder may be canceled, terminated or revoked by the undersigned without the prior written consent of the Company, and this
subscription and all such agreements shall survive the death, disability or dissolution of the undersigned.



 


		(iv)	The undersigned acknowledges the restrictions and limitations set forth in the Investment and specifically
agrees thereto.



 


4.            Indemnification.


 


The undersigned shall
indemnify and hold the Company and its respective agents and employees, and each of them, harmless from and against any and all
loss, damage, liability or expense, including reasonable attorneys' fees and costs, which the Company may incur by reason of or
in connection with any misrepresentation made by the undersigned, any breach of the undersigned's representations and warranties
or the failure of the undersigned to fulfill any of his or her covenants or agreements under this Agreement.


 


5.           Binding
Agreement.


 


This Agreement and
the representations and warranties contained herein shall be binding upon and inure to the benefit of any heirs, executors, administrators,
successors and assigns of the undersigned, and shall survive the purchase and issuance of the Company Interests.


 


6.          Special
Suitability Standards.


 


The undersigned acknowledges
that there may be other investor suitability standards in different states which may be more stringent than those set forth in
this Agreement and which may, directly or indirectly, apply to the undersigned.


 


7.          Amendment
and Modification. 


 


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


 



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8.          Counterparts.


 


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


 


9.          Entire
Agreement.


 


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


 


15.        The
undersigned will take title to his or her Securities as follows: (please fill in)


 


_____ A Single
Person


 


_____ Community
Property


 


_____ Joint
Tenants with Right of Survivorship


 


_____ A Married
(man) (woman) as (his) (her) Separate Property


 


__X___ Other:
(Corporation, Company, Trust, etc.)


 


IMPORTANT: Potential
investors should seek the advice of their attorneys or other professional advisors in deciding in which of the above forms they
should take ownership of the securities, since different forms of ownership can have varying gift tax, estate tax, income tax and
other consequences, depending upon the state of the investor's domicile and their particular personal circumstances.


 


IN WITNESS WHEREOF,
the undersigned has executed this Subscription Agreement this 10th day of March, 2011.


 


	Name: 	Bensata Corporation	 
	 	Houston, Texas	 


 





Total Investment $415,000


 






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	    80-0619397	 	    //s// Kwan Kim
	Social Security or Federal Tax	 	Signature of Subscriber
	Identification Number	 	 
	 	 	 
	Social Security or Federal Tax	 	Signature of Joint Subscriber
	Identification Number	 	(if any)







  


(The above information must be provided
in its entirety. Any failure to complete all of the above information may result in rejection of or delay of acceptance of this
Agreement)




 






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