SUBSCRIPTION AGREEMENT


 


Loreto Resources Corporation


c/o Gottbetter & Partners,
LLP


488 Madison Avenue


12th Floor


New York, NY 10022


 


This Subscription Agreement
(this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto
(the “Subscriber”) in connection with the private placement offering (the “Offering”)
of $[] principal amount of [____%] [           ] (_____) month convertible
promissory notes (the “Notes”) of Loreto Resources Corporation, a Nevada Corporation (the “Company”).
This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement.


 


The Notes being subscribed
for pursuant to this Agreement, or the securities into which the Notes may be converted, have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”). The Offering is being made on a “best efforts”
basis to “accredited investors,” as defined in Regulation D under the Securities Act, and subscribers who are not ”U.S.
persons,” as defined in Regulation S under the Securities Act. The Company reserves the right, in its sole discretion and
for any reason, to reject any Subscriber’s subscription in whole or in part, or to allot less than the number of Notes subscribed
for.


 


The closing of the
Offering (the “Closing;” and the date on which such Closing occurs hereinafter referred to as the “Closing
Date”) shall be at the offices of Gottbetter & Partners, LLP, as escrow agent (the “Escrow Agent”),
at 488 Madison Avenue, New York, New York 10022 (or such other place as is mutually agreed to by the Company). The Company may
conduct multiple closings for the sale of the Notes until the termination of the Offering. The Offering shall continue until the
maximum amount of the Offering is reached or it is otherwise terminated by the Company.


 


1.          Subscription.
The undersigned Subscriber hereby subscribes to purchase the principal amount of Notes set forth on the signature page attached
hereto (the “Purchase Price”), subject to the terms and conditions of this Agreement and on the basis
of the representations, warranties, covenants and agreements contained herein.


 


2.          Subscription
Procedure. To complete a subscription for the Notes, the Subscriber must fully comply with the subscription procedure provided
in this Section on or before the Closing Date.


 


a.           Transaction
Documents. On or before the Closing Date, the Subscriber shall review, complete and execute the Signature Page to this Agreement,
the Anti-Money Laundering Investor Form (with attachments), the Investor Profile and the Investor Certification, attached hereto
as Appendix A (collectively, the “Transaction Documents”), and deliver the Transaction Documents
to the Escrow Agent. Executed documents may be delivered to the Escrow Agent by facsimile or electronic mail (e-mail), if the Subscriber
delivers the original copies of the documents to the Escrow Agent as soon as practicable thereafter.


 



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b.           Purchase
Price. Simultaneously with the delivery of the Transaction Documents to the Escrow Agent as provided herein, and in any event
on or prior to the Closing Date, the Subscriber shall deliver to the Escrow Agent the full Purchase Price, plus $160 (the “Escrow
Fee”) for services rendered by the Escrow Agent in such capacity hereunder, by check or by wire transfer of immediately available
funds.


 


c.           Company
Discretion. The Subscriber understands and agrees that the Company in its sole discretion reserves the right to accept or reject
this or any other subscription for Notes, in whole or in part, notwithstanding prior receipt by the Subscriber of notice of acceptance
of this subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber
an executed copy of this Agreement. If this subscription is rejected in whole, or the offering of Notes is terminated, all funds
received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further
force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned
without interest or offset, and this Agreement will continue in full force and effect to the extent this subscription was accepted.


 


d.           No
Trading. The Subscriber represents and warrants to the Company that neither the Subscriber nor any of its affiliates has directly
or indirectly traded any securities of the Company, including without limitation, making any short sales or engaging in any hedging
transaction with respect to such securities (collectively, “Prohibited Transactions”), since becoming
aware of the Offering. Furthermore, Subscriber shall not engage in any Prohibited Transactions through the final Closing Date.


 


3.          Representations
and Warranties of the Company. The Company hereby represents and warrants to the Subscriber the following:


 


a.           Organization
and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada.
The Company has all requisite power and authority to carry on its business as currently conducted, other than such failures that
would not reasonably be expected to have a material adverse effect on the Company’s business, properties or financial condition
(a “Material Adverse Effect”). The Company is duly qualified to transact business in each jurisdiction
in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.


 


b.           Authorization.
As of the Closing, all action on the part of the Company, its board of directors, officers and existing stockholders necessary
for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder
and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, will constitute
valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) judicial
principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’
rights.


 



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c.           Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority on the part of the Company is required in connection with the offer, sale
or issuance of the Notes, except for the following: (i) the filing of such notices as may be required under the Securities Act
and (ii) the compliance with any applicable state securities laws, which compliance will have occurred within the appropriate time
periods therefor.


 


d.           Litigation.
There are no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened
before any court, administrative agency or other governmental body against the Company which question the validity of this Agreement,
or the right of the Company to enter into either of them, or to consummate the transactions contemplated hereby or thereby, or
which would reasonably be expected to have a Material Adverse Effect. The Company is not a party or subject to, and none of its
assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality
which would reasonably be expected to have a Material Adverse Effect.


 


e.           Compliance
with Other Instruments. The Company is not in violation or default of any provision of its Articles of Incorporation, each
as in effect immediately prior to the Closing, except for such failures as would not reasonably be expected to have a Material
Adverse Effect. The Company is not in violation or default of any provision of any material instrument, mortgage, deed of trust,
loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties
or assets are bound which would reasonably be expected to have a Material Adverse Effect. To the best of its knowledge, the Company
is not in violation or default of any provision of any federal, state or local statute, rule or governmental regulation which would
reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement
and the issuance and sale of the Notes, will not result in any such violation, be in conflict with or constitute, with or without
the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision
(other than any consents or waivers that have been obtained), or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of the Company pursuant to any such provision.


 


f.            Certain
Registration Matters. Assuming the accuracy of the Subscriber’s representations and warranties set forth in this Agreement
and the Transaction Documents, and the representations and warranties made by all other purchasers of Notes in the Offering, no
registration under the Securities Act is required for the offer and sale of the Notes by the Company to the Subscriber hereunder.


 


g.           No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Notes
by any form of general solicitation or general advertising (within the meaning of Regulation D).


 



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4.            Representations
and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:


 


a.           Subscriber
Knowledge and Experience. The Subscriber, its advisers, if any, and designated representatives, if any, have the knowledge
and experience in financial and business matters necessary to evaluate the merits and risks of its prospective investment in the
Company, and have carefully reviewed and understand the risks of, and other considerations relating to, the purchase of Notes and
the tax consequences of the investment, and have the ability to bear the economic risks of the investment.


 


b.           Investment
Purpose. The Subscriber is acquiring the Notes for investment for its own account and not with the view to, or for resale in
connection with, any distribution thereof. The Subscriber understands and acknowledges that the Notes and the securities that may
be issued upon conversion of the Notes (collectively, the “Securities”) have not been registered under
the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities
Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent
as expressed herein. The Subscriber further represents that it does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participation to any third person with respect to any of the Securities. The Subscriber
understands and acknowledges that the offering of the Notes pursuant to this Agreement will not be registered under the Securities
Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities
hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws.


 


c.           No
Public Market. The Subscriber understands that no public market now exists, and there never will be a public market for, the
Notes, that an active public market for the Company’s common stock does not now exist and that there may never be an active
public market for the common stock of the Company.


 


d.           Information.
The Subscriber, its advisers, if any, and designated representatives, if any, have received and reviewed information about the
Company and have had an opportunity to discuss the Company’s business, management and financial affairs with its management.
The Subscriber understands that such discussions, as well as any written information provided by the Company, were intended to
describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily
a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation
or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect
to any information provided by any entity other than the Company. Some of such information includes projections as to the future
performance of the Company, which projections may not be realized, are based on assumptions which may not be correct and are subject
to numerous factors beyond the Company’s control.


 



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e.           Investment
Authorization. As of the Closing, all action on the part of Subscriber, and its officers, directors and partners, if applicable,
necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Subscriber
hereunder and thereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto and thereto, constitute
valid and legally binding obligations of the Subscriber, enforceable in accordance with their respective terms, subject to: (i)
judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting
creditors’ rights.


 


f.            Accredited
Investor Status. The Subscriber either (i) is an “accredited investor” as defined in Rule 501 of Regulation D as
promulgated by the Securities and Exchange Commission under the Securities Act or (ii) is not a “U.S. Person” as defined
in Regulation S as promulgated by the Securities and Exchange Commission under the Securities Act, and, in each case, shall submit
to the Company such further assurances of such status as may be reasonably requested by the Company.


 


g.           Non-U.S.
Person Status. The Subscriber, if a non-U.S. Person, agrees that it is acquiring the Notes in an offshore transaction pursuant
to Regulation S and hereby represents to the Company as follows:


 


(i)          The
Subscriber is outside the United States when receiving and executing this Subscription Agreement;


 


(ii)         The
Subscriber has not acquired the Notes as a result of, and will not itself engage in, any “directed selling efforts”
(as defined in Regulation S) in the United States in respect of the Notes which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale
of the Notes; provided, however, that the Subscriber may sell or otherwise dispose of the Notes pursuant to registration of the
Notes under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration
requirements and as otherwise provided herein;


 


(iii)        The
Subscriber understands and agrees that offers and sales of any of the Notes prior to the expiration of a period of one year after
the date of transfer of the Notes under this Subscription Agreement (the “Distribution Compliance Period”),
shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions
of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be
made only in compliance with the registration provisions of the Securities Act or an exemption therefrom, and in each case only
in accordance with all applicable securities laws;


 


(iv)        The
Subscriber understands and agrees not to engage in any hedging transactions involving the Notes prior to the end of the Distribution
Compliance Period unless such transactions are in compliance with the Securities Act; and


 



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(v)         The
Subscriber 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 Notes or any use of this Subscription Agreement, including: (a) the legal requirements
within its jurisdiction for the purchase of the Notes; (b) any foreign exchange restrictions applicable to such purchase; (c) any
governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may
be relevant to the purchase, holding, redemption, sale or transfer of the Notes. Such Subscriber’s subscription and payment
for, and its continued beneficial ownership of the Notes, will not violate any applicable securities or other laws of the Subscriber’s
jurisdiction.


 


h.           Anti-Money
Laundering. Subscriber represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or
under common control with it, nor any person having a beneficial interest in it, nor any person on whose behalf the Subscriber
is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States
(Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism);
(ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets
Control; (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior
non-U.S. political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from
investing in the Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations,
rules or orders (categories (i) through (v), each a “Prohibited Subscriber”). The Subscriber agrees to provide
the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable
U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Subscriber consents to the
disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates and agents of such information
about the Subscriber as the Company reasonably deems necessary or appropriate to comply with applicable U.S. antimony laundering,
anti-terrorist and asset control laws, regulations, rules and orders. If the Subscriber is a financial institution that is subject
to the USA Patriot Act, the Subscriber represents that it has met all of its obligations under the USA Patriot Act. The Subscriber
acknowledges that if, following its investment in the Company, the Company reasonably believes that the Subscriber is a Prohibited
Subscriber or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company requests,
the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment
in accordance with applicable regulations or immediately require the Subscriber to transfer the Securities. The Subscriber further
acknowledges that the Subscriber will have no claim against the Company or any of its affiliates or agents for any form of damages
as a result of any of the foregoing actions.


 


i.            High
Risk Investment. The Subscriber or its duly authorized representative realizes that because of the inherently speculative nature
of businesses of the kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate
from month to month and from period to period and will, generally, involve a high degree of financial and market risk that could
result in substantial or, at times, even total losses for investors in securities of the Company.


 


j.            Subscriber
Liquidity. The Subscriber has adequate means of providing for its current and anticipated financial needs and contingencies,
is able to bear the economic risk for an indefinite period of time and has no need for liquidity of the investment in the Notes
and could afford complete loss of such investment.


 



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k.          No
General Solicitation. The Subscriber is not subscribing for Notes as a result of or subsequent to any advertisement, article,
notice or other communication, published in any newspaper, magazine or similar media or broadcast over television, radio, or the
internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the
Subscriber in connection with investments in securities generally.


 


l.            Subscriber
Information. All of the information that the Subscriber has heretofore furnished or which is set forth herein is correct and
complete as of the date of this Agreement, and, if there should be any material change in such information prior to the admission
of the undersigned to the Company, the Subscriber will immediately furnish revised or corrected information to the Company.


 


m.           Gottbetter
& Partners, LLP – Relationship to Company. The Subscriber acknowledges that Adam S. Gottbetter is the owner of Gottbetter
& Partners, LLP and Gottbetter Capital Group, Inc. Gottbetter & Partners, LLP and Gottbetter Capital Group, Inc. own shares
of the Company. Gottbetter & Partners, LLP is counsel to the Company and receives legal fees pursuant to a retainer agreement
with the Company.


 


5.           Transfer
Restrictions. The Subscriber acknowledges and agrees as follows:


 


a.           Reliance
on Exemptions. The Notes have not been registered for sale under the Securities Act, in reliance on the private offering exemption
in Section 4(2) thereof and under Regulation D or Regulation S thereunder; the Company does not intend to register the Notes under
the Securities Act at any time in the future.


 


b.           Shell
Company Status. The Company is presently a “shell company” as defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).  Pursuant to Rule 144(i), securities issued by a current or former
shell company (that is, the Notes) that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot
be sold in reliance on Rule 144 until one year after the Company (a) is no longer a shell company; and (b) has filed current “Form
10 information“ (as defined in Rule 144(i)) with the SEC reflecting that it is no longer a shell company, and provided that
at the time of a proposed sale pursuant to Rule 144, the Company is subject to the reporting requirements of section 13 or 15(d)
of the Exchange Act and has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act,
as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and
materials), other than Form 8-K reports.  As a result, the restrictive legends on certificates for the Securities cannot be
removed except in connection with an actual sale meeting the foregoing requirements or pursuant to an effective registration statement.


 


c.           Legends.
The Subscriber understands that the certificates representing the Securities, until such time as they have been registered under
the Securities Act, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of such certificates or other instruments):


 



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For
U.S. Persons:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


For
Non-U.S. Persons:


 


THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.


 


The legend(s)
set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped, if (a) such Securities are sold pursuant to a registration statement under the Securities Act, or
(b) such holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of
the Securities is being made pursuant to an exemption from such registration and that the Securities, after such transfer, shall
no longer be “restricted securities” within the meaning of Rule 144.


 


d.           No
Governmental Review. No governmental agency has passed upon the Securities or made any finding or determination as to the wisdom
of any investments therein.


 


e.           Restrictions
on Transfer. There are substantial restrictions on the transferability of the Securities, and if the Company decides to issue
certificates representing the Securities, restrictive legends will be placed on any such certificates.


 



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6.          Indemnification.
The Subscriber agrees to indemnify and hold harmless the Company, the Escrow Agent and their respective officers, directors, employees,
agents, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever
(including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced
or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Subscriber of any covenant or agreement made by the Subscriber herein or
in any other document delivered in connection with this Agreement.


 


7.          Irrevocability;
Binding Effect. The Subscriber hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Subscriber,
except as required by applicable law, and that this Agreement shall survive the death or disability of the Subscriber and shall
be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives
and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and
several and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made by and be binding
upon each such person and such person’s heirs, executors, administrators, successors, legal representatives and permitted
assigns.


 


8.          Modification.
This Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification
or waiver is sought.


 


9.          Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company, at the
address set forth above, or (b) if to the Subscriber, at the address set forth on the signature page hereof (or, in either case,
to such other address as the party shall have furnished to the other in writing in accordance with the provisions of this Section
10). Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except
for a notice changing a party’s address which shall be deemed given at the time of receipt thereof.


 


10.         Assignability.
This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Subscriber and the
transfer or assignment of the Notes shall be made only in accordance with all applicable laws.


 


11.         Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference
to the principles thereof relating to the conflict of laws.


 


12.         Arbitration.
The parties agree to submit all controversies to arbitration in accordance with the provisions set forth below and understand that:


 


(a)          Arbitration
is final and binding on the parties.


 


(b)          The
parties are waiving their right to seek remedies in court, including the right to a jury trial.


 


(c)          Pre-arbitration
discovery is generally more limited and different from court proceedings.


 



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(d)          The
arbitrator’s award is not required to include factual findings or legal reasoning and any party’s right to appeal or
to seek modification of rulings by arbitrators is strictly limited.


 


(e)          The
panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


 


(f)          All
controversies which may arise between the parties concerning this Agreement shall be determined by arbitration pursuant to the
rules then pertaining to the Financial Industry Regulatory Authority in New York City, New York. Judgment on any award of any such
arbitration may be entered in the Supreme Court of the State of New York or in any other court having jurisdiction of the person
or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration
shall be sufficient if given in accordance with the provisions of this Agreement. The parties agree that the determination of the
arbitrators shall be binding and conclusive upon them.


 


13.         Blue
Sky Qualification. The purchase of Notes under this Agreement is expressly conditioned upon the exemption from qualification
of the offer and sale of the Notes from applicable federal and state securities laws. The Company shall not be required to qualify
this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released
from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.


 


14.         Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


15.         Confidentiality.
The Subscriber acknowledges and agrees that any information or data the Subscriber has acquired from or about the Company, not
otherwise properly in the public domain was received in confidence. The Subscriber agrees not to divulge, communicate or disclose,
except as may be required by law or for the performance of this Agreement, or use to the detriment of the Company or for the benefit
of any other person, or misuse in any way, any confidential information of the Company, including any scientific, technical, trade
or business secrets of the Company and any scientific, technical, trade or business materials that are treated by the Company as
confidential or proprietary, including, but not limited to, ideas, discoveries, inventions, developments and improvements belonging
to the Company and confidential information obtained by or given to the Company about or belonging to third parties.


 


16.         Miscellaneous.


 


(a)          This
Agreement constitutes the entire agreement between the Subscriber and the Company with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and
provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.


 



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(b)          The
representations and warranties of the Company and the Subscriber made in this Agreement shall survive the execution and delivery
hereof and delivery of the Notes.


 


(c)          Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions
contemplated hereby are consummated.


 


(d)          This
Agreement may be executed in one or more original or facsimile counterparts, each of which shall be deemed an original, but all
of which shall together constitute one and the same instrument.


 


(e)          Each
provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining
portions of this Agreement.


 


(f)          Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.


 


(g)          The
Subscriber understands and acknowledges that there may be multiple Closings for the Offering.


 


(h)          The
Subscriber hereby agrees to furnish the Company such other information as the Company may request prior to the Closing with respect
to its subscription hereunder.


 


18.         Public
Disclosure. Neither the Subscriber nor any officer, manager, director, member, partner, stockholder, employee, affiliate, affiliated
person or entity of the Subscriber shall make or issue any press releases or otherwise make any public statements or make any disclosures
to any third person or entity with respect to the transactions contemplated herein and will not make or issue any press releases
or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s express
prior approval. The Company has the right to withhold such approval in its sole discretion.


 


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How to subscribe for Notes in the private
offering of


Loreto Resources Corporation:


 


1.    Date
and Fill in the principal amount of Notes being purchased and Complete and Sign the Signature Page.


 


2.    Initial
the Investor Certification page.


 


3.    Fax
or email all forms and then send all signed original documents to:


 


Gottbetter & Partners, LLP


488 Madison Avenue, 12th Floor


New York, NY 10022


Facsimile Number: (212) 400-6901


Telephone Number: (212) 400-6900


Attn: Paul C. Levites


E-mail Address: pcl@gottbetter.com


 


4.    If
you are paying the Purchase Price by check, a check for
the exact dollar amount of the Purchase Price for the principal amount of Notes you are offering to purchase and
the $160 Escrow Fee should be made payable to the order of “Gottbetter
& Partners, LLP, Escrow Agent for LORETO RESOURCES CORPORATION” and should be sent to Gottbetter & Partners,
LLP, 488 Madison Avenue, 12th Floor, New York, NY 10022.


 


5.    If
you are paying the Purchase Price by wire transfer, you should send a wire transfer for the exact dollar amount of the
Purchase Price for the number of Notes you are offering to purchase and the $160 Escrow Fee according to the
following instructions: 


 


BANK:  Citibank, N.A.


ABA#:  021000089


SWIFT CODE: CITIUS33


ACCOUNT NAME:  Gottbetter & Partners,
LLP Attorney Trust


ACCOUNT:   9998176923





REFERENCE:  Loreto Resources
Corporation Escrow – [insert

Subscriber’s name]”







 


Thank you for your interest,


 


Loreto Resources Corporation


 



    	12



    	 



    

 





LORETO RESOURCES COPORATION


SIGNATURE PAGE TO


SUBSCRIPTION AGREEMENT


 


IN WITNESS WHEREOF, the Subscriber hereby
executes this Subscription Agreement.


 


Dated: [                        ],
2012


 


	SUBSCRIBER (individual)	 	SUBSCRIBER (entity)
	 	 	 
	 	 	 
	Signature	 	Name of Entity
	 	 	 
	 	 	 
	Print Name	 	Signature
	 	 	 
	 	 	Print Name:	 
	Signature (if Joint Tenants or Tenants in Common)	 	 
	 	 	Title:	 
	 	 	 	 
	Address of Principal Residence:	 	Address of Executive Offices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Social Security Number(s):	 	IRS Tax Identification Number: 
	 	 	 
	 	 	 
	Telephone Number:	 	Telephone Number: 
	 	 	 
	 	 	 
	Facsimile Number:	 	Facsimile Number: 
	 	 	 
	 	 	 
	E-mail Address:	 	E-mail Address:
	 	 	 
	 	 	 	 	 


$[_____]


Principal Amount of Notes


 


$160 Escrow Fee







 






    	13



    	 



    

 


LORETO RESOURCES CORPORATION


 


IN WITNESS WHEREOF, the Company has duly executed
this Subscription Agreement with respect to ______________ Notes as of the ___ day of ____________, 2012.


 


	 	LORETO RESOURCES CORPORATION
	 	 	 
	 	By:	 
	 	Name: Adam Zive
	 	Title:  Chief Executive Officer


 



    	 



    	 



    

 


ANTI-MONEY LAUNDERING INFORMATION FORM


The following is required in accordance
with the AML provision of the USA PATRIOT ACT.





(Please fill out and return with requested
documentation.)


 


	INVESTOR NAME:	 	 
	 	 	 
	LEGAL ADDRESS:	 	 
	 	 	 
	 	 	 
	SSN# or TAX ID#	 	 
	  OF INVESTOR:	 	 
	 	 	 
	FOR INVESTORS WHO ARE INDIVIDUALS: 


 





	YEARLY INCOME:	 	 	AGE:	 	 







 





	NET WORTH*:	 	 







 





	OCCUPATION:	 	 







 





	ADDRESS OF EMPLOYER:	 	 







 


 





	 	 	 
	INVESTMENT OBJECTIVE(S):	 	 







   


IDENTIFICATION & DOCUMENTATION
AND SOURCE OF FUNDS:


 


1.      Please
submit a copy of non-expired identification for the authorized signatory(ies) on the investment documents, showing name, date of
birth, address and signature. The address shown on the identification document MUST match the Investor’s address shown
on the Investor Signature Page.


 


	Current Driver’s License	or	Valid Passport	or	Identity Card
	 	 	(Circle one or more)	 	 


 


2.      If
the Investor is a corporation, limited liability company, trust or other type of entity, please submit the following requisite
documents: (i) Articles of Incorporation, By-Laws, Certificate of Formation, Operating Agreement, Trust or other similar documents
for the type of entity; and (ii) Corporate Resolution or power of attorney or other similar document granting authority to signatory(ies)
and designating that they are permitted to make the proposed investment.


 


3. 
    Please advise where the funds were derived from to make the proposed investment:


 


	Investments	Savings	Proceeds of Sale	Other	 


(Circle one or more)


 





	Signature:     	 







 





	Print Name:    	 







 





	Title (if applicable):    	 







 





	Date:   	 







  


*    
For purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset; (b)
indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of
your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result
of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness
that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of
your purchase of the securities shall be included as a liability.


 



    	 



    	 



    

 


LORETO RESOURCES CORPORATION


INVESTOR CERTIFICATION


 


For
Individual Accredited Investors Only


(all
Individual Accredited Investors must INITIAL where appropriate):


 


	Initial _______	I have a net worth (excluding the value of my primary residence) in excess of $1,000,000 either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. (For purposes of calculating your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as a liability.)
	Initial _______	I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
	 	 
	For Non-Individual Accredited Investors
	(all Non-Individual Accredited Investors must INITIAL where appropriate):
	 	 
	Initial _______	The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above.
	Initial _______	The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in the Company.
	Initial _______	The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser.
	Initial _______	The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement.
	Initial _______	The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investors.
	Initial _______	The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.
	Initial _______	The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	Initial _______	The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.


 



    	 



    	 



    

 


	Initial _______	The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.
	Initial _______	The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	Initial _______	The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act, or a registered investment company.


 



    	 



    	 



    

 


LORETO RESOURCES CORPORATION


Investor Profile


(Must be completed by Investor)


Section A - Personal Investor Information


 


 


 


	Investor Name(s):	 
	Individual executing Profile or Trustee:	 
	Social Security Numbers / Federal I.D. Number:	 
	Date of Birth:	 	 	 	Marital Status:	 	 
	Joint Party Date of Birth:	 	 	 	Investment Experience (Years):	 	 
	Annual Income:	 	 	 	Liquid Net Worth:	 	 
	Net Worth*:	 
	Tax Bracket:	 	 	15% or below	 	 	25% - 27.5%	 	 	Over 27.5%
	 	 
	Home Street Address:	 
	Home City, State & Zip Code:	 
	Home Phone:	 	Home Fax:	 	Home Email:	 
	Employer:	 
	Employer Street Address:	 
	Employer City, State & Zip Code:	 
	Bus. Phone:	 	Bus. Fax:	 	Bus. Email:	 
	Type of Business:	 
	(PLACEMENT AGENT) Account Executive / Outside Broker/Dealer:
	 
	If you are a United States citizen, please list the number and jurisdiction of issuance of any other government-issued document evidencing residence and bearing a photograph or similar safeguard (such as a driver’s license or passport), and provide a photocopy of each of the documents you have listed.
	 
	If you are NOT a United States citizen, for each jurisdiction of which you are a citizen or in which you work or reside, please list (i) your passport number and country of issuance or (ii) alien identification card number AND (iii) number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard, and provide a photocopy of each of these documents you have listed.  These photocopies must be certified by a lawyer as to authenticity. 
	 
	
         

        *    
        For purposes of calculating your net worth in this form, (a) your primary residence shall not be included as an asset; (b)
        indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of
        your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding
        at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result
        of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness
        that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of
        your purchase of the securities shall be included as a liability.

         

	Section B – Certificate Delivery Instructions
	 
	 	 	Please deliver certificate to the Employer Address listed in Section A.
	 	 	Please deliver certificate to the Home Address listed in Section A.
	 	 	Please deliver certificate to the following address:	 
	 
	Section C – Form of Payment – Check or Wire Transfer
	 
	 	 	Check payable to Gottbetter & Partners, LLP, as Escrow Agent for Loreto Resources Corp.
	 	 	Wire funds from my outside account according to the “How to subscribe for Units” Page.
	 	 	The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.
	 
	Please check if you are a FINRA member or affiliate of a FINRA member firm: ________
	 
	 	 	 
	Investor Signature	 	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



    	 



    	 



    

 


Appendix
A


 


For Non-U.S.
Person Investors


(all Investors who are not a U.S. Person
must INITIAL this section):


 


	Initial _______	The Investor is not a “U.S. Person” as defined in Regulation S; and specifically the Purchaser is not:
	 	 
	A.	a natural person resident in the United States of America, including its territories and possessions (“United States”);
	B.	a partnership or corporation organized or incorporated under the laws of the United States;
	C.	an estate of which any executor or administrator is a U.S. Person;
	D.	a trust of which any trustee is a U.S. Person;
	E.	an agency or branch of a foreign entity located in the United States;
	F.	a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
	G.	a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or
	H.	a partnership or corporation: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trusts.
	 	 
	And, in addition:	 
	 	 
	I.	the Purchaser was not offered the Notes in the United States;
	J.	at the time the buy-order for the Notes was originated, the Purchaser was outside the United States; and
	K.	the Purchaser is purchasing the Notes for its own account and not on behalf of any U.S. Person (as defined in Regulation S) and a sale of the Notes has not been pre-arranged with a purchaser in the United States.