Unassociated Document


     

    FORM
      OF SUBSCRIPTION
      AGREEMENT

     

    
      	
              To:
                

            	
              Clear
                Skies Group, Inc.

            


    

    5020
      Sunrise Highway, Suite 227

    Massapequa
      Park, NY 11762

    Attn:
      Ezra J. Green, Chief Executive Officer

    


    This
      Subscription Agreement (this “Agreement”)
      is
      being delivered to the purchaser identified on the signature page to this
      Agreement (the “Subscriber”
and,
      collectively with other purchasers entering into subscription agreements in
      substantially the same form as this Agreement, “Subscribers”)
      in
      connection with its investment in a to be identified public company
      (“Pubco”)
      that
      will acquire all of the issued and outstanding capital stock of Clear Skies
      Group, Inc., a New York corporation (“CSG”),
      change its name to Clear Skies Holdings, Inc. and succeed to the business of
      CSG
      as its sole line of business (on a combined, post-acquisition basis, Pubco
      and
      its subsidiary, CSG, are collectively referred to as the “Company”).
      The
      Company is conducting a private placement (the “Offering”),
      pursuant to a Confidential Private Placement Memorandum, dated November 12,
      2007, as the same may be supplemented and amended from time to time, including
      without limitation by the draft Current Report on Form 8-K (collectively, the
      “PPM”).
      The
      exclusive placement agent for the Offering is Westminster Securities Corporation
      (the “Placement
      Agent”),
      and
      the Offering is for up to $6,500,000 of units (“Units”),
      but
      in no event less than $3,250,000 (the “Minimum
      Offering”);
      provided, however, that the Company, with the Placement Agent’s approval, may
      accept subscriptions for up to an aggregate of $7,500,000 of Units. Each Unit
      shall consist of 50,000 shares of common stock of Pubco (the “Shares”
and,
      together with the Units, the “Securities”).
      The
      purchase price per Unit shall be fixed at $25,000 (the “Purchase
      Price”).
      All
      funds received in the Offering prior to each closing of the Offering (the
“Closing”)
      shall
      be held in escrow by Signature Bank (the “Escrow
      Agent”)
      and,
      upon fulfillment of the other conditions precedent set forth herein, shall
      be
      released from escrow and delivered to the Company at which time the Units
      subscribed for as further described below shall be delivered, subject to
Section
      8
      hereof,
      to the Subscriber. This Agreement, together with the Registration Rights
      Agreement among the Company and the Investors (as defined therein) shall be
      referred to collectively as the “Transaction
      Documents.”

     

    1. SUBSCRIPTION
      AND PURCHASE PRICE

     

    (a) Subscription.
      Subject
      to the conditions set forth in Section
      2
      hereof,
      the Subscriber hereby subscribes for and agrees to purchase the number of Units
      indicated on page 9 hereof on the terms and conditions described herein.


     

    (b) Purchase
      of Units.
      The
      Subscriber understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Units shall be set at $25,000 per Unit,
      for
      an aggregate purchase price as set forth on the signature page hereof (the
      “Aggregate
      Purchase Price”).
      The
      Subscriber’s delivery of this Agreement to the Company shall be accompanied by
      payment for the Units subscribed for hereunder, payable (i) in United States
      Dollars, by wire transfer of immediately available funds delivered
      contemporaneously with the Subscriber’s delivery of this Agreement to the
      Placement Agent in accordance with the instructions provided in the PPM or
      (ii)
      by exchange or conversion of outstanding principal and interest of existing
      debt
      securities of the Company held by Subscriber (“Debt
      Exchange”).
      The
      Subscriber understands and agrees that, subject to Section
      2
      and
      applicable laws, by executing this Agreement, it is entering into a binding
      agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. ACCEPTANCE,
      OFFERING TERM AND CLOSING PROCEDURES

     

    (a) Subject
      to Section
      2(b),
      the
      subscription period will begin as of the date of the PPM and will terminate
      at
      11:59 PM Eastern Time, on the earliest of: (i) December 15, 2007, or such later
      date to which the Company, in its sole discretion, may agree to extend the
      Offering (provided such date shall be no later than January 31, 2008); and
      (ii)
      such earlier date as of which the Company terminates the Offering in its sole
      discretion (the “Termination
      Date”).
      The
      minimum subscription amount from any subscriber in the Offering is $25,000,
      although the Company may, in its discretion, accept subscriptions for less
      than
      $25,000.

     

    (b) The
      Subscriber will (i) if paying for Units in cash, contemporaneously with
      execution of this Agreement, effect a wire transfer in the full amount of the
      purchase price for the Units to the Company’s escrow account in accordance with
      the wire instructions attached as Exhibit E to the PPM or deliver to the
      Placement Agent a certified check, payable to the order of “Signature
      Bank,
      as
      escrow agent for Clear
      Skies Group, Inc.,” in
      payment of the purchase price for the Units or (ii) if paying for Units by
      Debt
      Exchange, execute such documents as are reasonably requested by the Company
      to
      evidence such Debt Exchange and, at or prior to the closing for Units purchased
      by such Debt Exchange, surrender to the Company the debt security(ies) which
      evidence the principal or interest amounts to be so exchanged.

     

    (c) Pending
      the sale of the Units, all funds paid hereunder shall be deposited by the
      Company in escrow with the Escrow Agent. If the Company shall not have obtained
      subscriptions and reconfirmations (including this subscription) for the Minimum
      Offering on or before the Termination Date (as such date may be extended by
      the
      Company), then this subscription shall be void and all funds paid hereunder
      by
      the Subscriber shall be promptly returned without interest to the Subscriber,
      to
      the same account from which the funds were drawn. If subscriptions are received
      and accepted and payment tendered for the Minimum Offering on or prior to the
      Termination Date, then all subscription proceeds which have been reconfirmed
      by
      subscribers (less fees and expenses) shall be paid over to Pubco upon Pubco’s
      demand therefore made at any time after the amount of good funds in escrow
      which
      have been reconfirmed equals or exceeds the Minimum Offering. In such event,
      sales of the Units may continue thereafter until the Termination Date, with
      subsequent releases of funds from time to time at the discretion of the
      Company.

     

    (d) The
      Subscriber hereby authorizes and directs the Company and the Placement Agent
      to
      deliver any certificates or other written instruments representing the Units
      to
      be issued to such Subscriber pursuant to this Agreement to the address indicated
      on the signature page hereof.

     

    (e) The
      Subscriber hereby authorizes and directs the Company, the Escrow Agent and
      the
      Placement Agent to return any funds, without interest, for unaccepted
      subscriptions to the same account from which the funds were drawn.

     

    
      
        
        

      

      
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    (f) If
      the
      Subscriber is not a United States person, such Subscriber shall immediately
      notify the Company and the Subscriber hereby represents that the Subscriber
      is
      satisfied 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, including (i) the legal requirements within its jurisdiction for
      the
      purchase of the Units, (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 Units. Such
      Subscriber further represents and warrants that Subscriber’s subscription and
      payment for, and continued beneficial ownership of, the Units will not violate
      any applicable securities or other laws of the Subscriber’s
      jurisdiction.

     

    3. THE
      SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

     

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

     

    (a) The
      Subscriber has full power and authority to enter into this Agreement, the
      execution and delivery of which has been duly authorized, if applicable, and
      this Agreement constitutes a valid and legally binding obligation of the
      Subscriber. The Subscriber is either an individual or an entity duly organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      organization with full right, corporate or partnership power and authority
      to
      enter into and to consummate the transactions contemplated by this Agreement
      and
      otherwise to carry out its obligations hereunder. 

     

    (b) The
      Subscriber acknowledges its understanding that the Offering and sale of the
      Securities is intended to be exempt from registration under the Securities
      Act
      of 1933, as amended (the “Securities
      Act”),
      by
      virtue of Section 4(2) of the Securities Act and the provisions of Regulation
      D
      promulgated thereunder (“Regulation
      D”).
      In
      furtherance thereof, the Subscriber represents and warrants to the Company
      and
      its affiliates as follows:

     

    (i) The
      Subscriber realizes that the basis for the exemption from registration may
      not
      be available if, notwithstanding the Subscriber’s representations contained
      herein, the Subscriber is merely acquiring the Securities for a fixed or
      determinable period in the future or otherwise than for proper investment
      purposes. The Subscriber does not have any such intention (this representation
      and warranty shall in no way limit Subscriber’s right to sell the Securities in
      compliance with applicable federal and state securities laws).

     

    (ii) The
      Subscriber realizes that the basis for exemption would not be available if
      the
      Offering is part of a plan or scheme to evade registration provisions of the
      Securities Act or any applicable state or federal securities laws.

     

    (iii) The
      Subscriber is acquiring the Securities solely for the Subscriber’s own
      beneficial account, for investment purposes, and not with a view towards, or
      resale in connection with, any distribution of the Securities.

     

    
      
        
        

      

      
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    (iv) The
      Subscriber has the financial ability to bear the economic risk of the
      Subscriber’s investment, has adequate means for providing for its current needs
      and contingencies, and has no need for liquidity with respect to an investment
      in the Company.

     

    (v) The
      Subscriber and the Subscriber’s attorney, accountant, purchaser representative
      and/or tax advisor, if any (collectively, the “Advisors”)
      has
      such knowledge and experience in financial and business matters as to be capable
      of evaluating the merits and risks of a prospective investment in the
      Securities. If other than an individual, the Subscriber also represents it
      has
      not been organized solely for the purpose of acquiring the
      Securities.

     

    (vi) The
      Subscriber (together with its Advisors, if any) has received all documents
      requested by the Subscriber, if any, has carefully reviewed them and understands
      the information contained therein, prior to the execution of this
      Agreement.

     

    (c) The
      Subscriber acknowledges that the Company has engaged the Placement Agent in
      connection with the sale of the Units. The Placement Agent shall receive a
      cash
      fee in an amount up to 8% (which may be increased to 9% in certain cases) of
      the
      aggregate proceeds from sales of Units and warrants to purchase a number of
      shares equal to 4% of the aggregate number of Shares included in the Units
      sold
      in the Offering. The Subscriber further acknowledges that the Placement Agent,
      in its discretion, may re-allot all or any portion of the cash fee or warrants
      payable to it, to its employees, or to other registered broker-dealers
      participating as dealers in the Offering.

     

    (d) The
      Subscriber is not relying on the Company or any of its employees, agents,
      sub-agents or advisors with respect to the legal, tax, economic and related
      considerations involved in this investment. The Subscriber has relied on the
      advice of, or has consulted with, only its Advisors. Each Advisor, if any,
      is
      capable of evaluating the merits and risks of an investment in the Securities,
      and each Advisor, if any, has disclosed to the Subscriber in writing (a copy
      of
      which is annexed to this Agreement) the specific details of any and all past,
      present or future relationships, actual or contemplated, between the Advisor
      and
      the Company or any affiliate or sub-agent thereof. 

     

    (e) The
      Subscriber has carefully considered the potential risks relating to the Company
      and a purchase of the Securities, including but not limited to a thorough review
      of the “Risk Factors” section of the PPM, and fully understands that the
      Securities are a speculative investment that involve a high degree of risk
      of
      loss of the Subscriber’s entire investment.

     

    (f) The
      Subscriber represents, warrants and agrees that the Subscriber will not sell
      or
      otherwise transfer any Securities without registration under the Securities
      Act
      or an exemption therefrom, and fully understands and agrees that the Subscriber
      must bear the economic risk of its purchase because, among other reasons, the
      Securities have not been registered under the Securities Act or under the
      securities laws of any state and, therefore, cannot be resold, pledged, assigned
      or otherwise disposed of unless they are subsequently registered under the
      Securities Act and under the applicable securities laws of such states, or
      an
      exemption from such registration is available. In particular, the Subscriber
      is
      aware that the Securities are “restricted securities,” as such term is defined
      in Rule 144 promulgated under the Securities Act, as amended from time to time
      (“Rule
      144”),
      and
      they may not be sold pursuant to Rule 144 unless all of the conditions of Rule
      144 are met. The Subscriber also understands that, except as otherwise provided
      in a registration rights agreement among the Company and the Subscriber, among
      others, the Company is under no obligation to register the Securities on behalf
      of the Subscriber or to assist the Subscriber in complying with any exemption
      from registration under the Securities Act or applicable state securities laws.
      The Subscriber understands that any sales or transfers of the Securities are
      further restricted by state securities laws and the provisions of this
      Agreement.

     

    
      
        
        

      

      
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    (g) The
      Subscriber confirms that no oral or written representations or warranties have
      been made to the Subscriber by the Company or any of its officers, employees,
      agents, sub-agents, affiliates, advisors or subsidiaries, other than any
      representations of the Company contained herein, and in subscribing for the
      Units, the Subscriber is not relying upon any representations other than those
      contained herein.

     

    (h) The
      Subscriber’s overall commitment to investments that are not readily marketable
      is not disproportionate to the Subscriber’s net worth, and an investment in the
      Securities will not cause such overall commitment to become
      excessive.

     

    (i) The
      Subscriber understands and agrees that the certificates for the Securities
      shall
      bear substantially the following legend until (i) such Securities shall have
      been registered under the Securities Act and effectively disposed of in
      accordance with a registration statement that has been declared effective or
      (ii) in the opinion of counsel reasonably acceptable to the Company, such
      Securities may be sold without registration under the Securities Act, as well
      as
      any applicable “blue sky” or state securities laws:

     

    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 REASONABLY 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.

     

    (j) The
      Subscriber understands that neither the Securities and Exchange Commission
      (the
“SEC”)
      nor
      any state securities commission has approved the Securities or passed upon
      or
      endorsed the merits of the Offering. There is no government or other insurance
      covering any of the Securities.

     

    
      
        
        

      

      
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    (k) The
      Subscriber and its Advisors, if any, have had a reasonable opportunity to ask
      questions of and receive answers from a person or persons acting on behalf
      of
      the Company concerning the Offering and the business, financial condition,
      results of operations and prospects of the Company, and all such questions
      have
      been answered to the full satisfaction of the Subscriber and its Advisors,
      if
      any.

     

    (l) The
      Subscriber is unaware of, is in no way relying on, and did not become aware
      of
      the Offering through or as a result of, any form of general solicitation or
      general advertising including, without limitation, any article, notice,
      advertisement or other communication published in any newspaper, magazine or
      similar media or broadcast over television or radio, or electronic mail over
      the
      Internet, in connection with the Offering and is not subscribing for Units
      and
      did not become aware of the Offering through or as a result of any seminar
      or
      meeting to which the Subscriber was invited by, or any solicitation of a
      subscription by, a person not previously known to the Subscriber in connection
      with investments in securities generally.

     

    (m) The
      Subscriber has taken no action that would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this Agreement
      or the transactions contemplated hereby.

     

    (n) 
      The
      Subscriber acknowledges that any estimates or forward-looking statements or
      projections furnished by the Company to the Subscriber were prepared by the
      management of the Company in good faith, but that the attainment of any such
      projections, estimates or forward-looking statements cannot be guaranteed by
      the
      Company or its management and should not be relied upon.

     

    (o) No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Subscriber or its Advisors, if any, in connection with the
      Offering that are in any way inconsistent with the information contained herein
      or in the PPM.

     

    (p) (For
      ERISA plans only) The fiduciary of the ERISA plan (the “Plan”)
      represents that such fiduciary has been informed of and understands the
      Company’s investment objectives, policies and strategies, and that the decision
      to invest “plan assets” (as such term is defined in ERISA) in the Company is
      consistent with the provisions of ERISA that require diversification of plan
      assets and impose other fiduciary responsibilities. The Subscriber or Plan
      fiduciary (i) is responsible for the decision to invest in the Company; (ii)
      is
      independent of the Company and any of its affiliates; (iii) is qualified to
      make
      such investment decision; and (iv) in making such decision, the Subscriber
      or
      Plan fiduciary has not relied primarily on any advice or recommendation of
      the
      Company or any of its affiliates.

     

    (q) This
      Agreement is not enforceable by the Subscriber unless it has been accepted
      by
      the Company, and the Subscriber acknowledges and agrees that the Company
      reserves the right to reject any subscription, in whole or in part, for any
      reason and to withdraw the Offering at any time.

     

    
      
        
        

      

      
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    (r) The
      Subscriber will indemnify and hold harmless the Company and, where applicable,
      its directors, officers, employees, agents, advisors, affiliates and
      shareholders, and each other person, if any, who controls any of the foregoing
      from and against any and all loss, liability, claim, damage and expense
      whatsoever (including, but not limited to, any and all fees, costs and expenses
      whatsoever reasonably incurred in investigating, preparing or defending against
      any claim, lawsuit, administrative proceeding or investigation whether commenced
      or threatened) (a “Loss”)
      arising out of or based upon any representation or warranty of the Subscriber
      contained herein or in any document furnished by the Subscriber to the Company
      in connection herewith being untrue in any material respect or any breach or
      failure by the Subscriber to comply with any covenant or agreement made by
      the
      Subscriber herein or therein; provided,
      however,
      that
      the Subscriber shall not be liable for any Loss that in the aggregate exceeds
      such Subscriber’s Aggregate Purchase Price tendered hereunder.

     

    (s) The
      Subscriber is an “Accredited Investor” as defined in Rule 501(a) under the
      Securities Act.

     

    (t) The
      Subscriber, either alone or together with its Advisors, has such knowledge,
      sophistication and experience in business and financial matters so as to be
      capable of evaluating the merits and risks of the Offering, and has so evaluated
      the merits and risks of such investment. The Subscriber has not authorized
      any
      person or entity to act as its Purchaser Representative (as that term is defined
      in Regulation D of the General Rules and Regulations under the Securities Act)
      in connection with the Offering. The Subscriber is able to bear the economic
      risk of an investment in the Securities and, at the present time, is able to
      afford a complete loss of such investment.

     

    (u) The
      Subscriber acknowledges receipt and careful review of the PPM, all supplements
      to the PPM, and all other Transaction Documents furnished in connection with
      this transaction by the Company (collectively, the “Offering
      Documents”)
      and
      has been furnished by the Company during the course of this transaction with
      all
      information regarding the Company, the Offering and the Securities which the
      Subscriber has requested or desires to know; and the Subscriber has been
      afforded the opportunity to ask questions of and receive answers from duly
      authorized officers or other representatives of the Company concerning the
      terms
      and conditions of the Offering, and any additional information which the
      Subscriber has requested. If Subscriber is purchasing Units via a Debt Exchange,
      Subscriber represents and warrants that Subscriber is only relying on the
      Offering Documents for this Offering and not on any documentation previously
      provided to Subscriber in connection with the issuance of such debt securities
      to Subscriber.

     

    (v) The
      Subscriber understands that the Company will review and rely on this Agreement
      without making any independent investigation.

     

    (w) The
      Subscriber hereby represents that the address of the Subscriber furnished at
      the
      end of this Agreement is the undersigned’s principal residence, if the
      Subscriber is an individual, or its principal business address if it is a
      corporation or other entity.

     

    (x) The
      Subscriber acknowledges that if the Subscriber is a Registered Representative
      of
      a Financial Industry Regulatory Authority, Inc. (“FINRA”)
      member
      firm, the Subscriber must give such firm the notice required by the NASD’s
      Conduct Rules, receipt of which must be acknowledged by such firm on the
      signature page hereof.

     

    
      
        
        

      

      
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    (y) The
      Subscriber understands that, pursuant to the terms of the Offering as set forth
      in the PPM, the Company must receive subscriptions and reconfirmations for
      at
      least the Minimum Offering in order to close on the sale of any Units and that
      persons affiliated with the Company or its consultants, advisors, or placement
      agents may subscribe for Common Stock, in which case the Company may accept
      subscriptions from such affiliated parties in order to reach the Minimum
      Offering; and that, accordingly, no investor should conclude that achieving
      the
      Minimum Offering is the result of any independent assessment of the merits
      or
      advantages of the Offering or the Company made by Subscribers in the Minimum
      Offering.

     

    (z) All
      information provided by the Subscriber in the Investor Questionnaire attached
      as
      Exhibit B to the PPM is true and accurate in all respects, and the Subscriber
      acknowledges that the Company will be relying on such information to its
      possible detriment in deciding whether the Company can sell these securities
      to
      the Subscriber without giving rise to the loss of the exemption from
      registration under applicable securities laws.

     

    (aa) Subscriber
      is not now nor shall it be at any time prior to or at the Closing Date a person
      or entity (a “Person”)
      with
      whom a United States citizen, entity organized under the laws of the United
      States or its territories or entity having its principal place of business
      within the United States or any of its territories (collectively, a
“U.S.
      Person”),
      is
      prohibited from transacting business of the type contemplated by this Agreement,
      whether such prohibition arises under United States law, regulation, executive
      orders and lists published by the Office of Foreign Assets Control, Department
      of the Treasury (“OFAC”)
      (including those executive orders and lists published by OFAC with respect
      to
      Persons that have been designated by executive order or by the sanction
      regulations of OFAC as Persons with whom U.S. Persons may not transact business
      or must limit their interactions to types approved by OFAC (“Specially
      Designated Nationals and Blocked Persons”))
      or
      otherwise. Neither Subscriber nor any Person who owns an interest in Subscriber
      (collectively, a “Purchaser
      Party”)
      is now
      nor shall be at any time prior to or at the Closing Date a Person with whom
      a
      U.S. Person, including a United States Financial Institution as defined in
      31
      U.S.C. Section 5312, as amended (“Financial
      Institution”),
      is
      prohibited from transacting business of the type contemplated by this Agreement,
      whether such prohibition arises under United States law, regulation, executive
      orders and lists published by the OFAC (including those executive orders and
      lists published by OFAC with respect to Specially Designated Nationals and
      Blocked Persons) or otherwise.

     

    (bb) Subscriber
      has taken, and shall continue to take until the Closing Date, such measures
      as
      are required by law to assure that the funds used to pay to the purchase price
      for the Units are derived: (i) from transactions that do not violate United
      States law nor, to the extent such funds originate outside the United States,
      do
      not violate the laws of the jurisdiction in which they originated; and (ii)
      from
      permissible sources under United States law and to the extent such funds
      originate outside the United States, under the laws of the jurisdiction in
      which
      they originated.

     

    
      
        
        

      

      
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    (cc) To
      the
      best of Subscriber’s knowledge, neither Subscriber nor any Purchaser Party, nor
      any Person providing funds to Subscriber: (i) is under investigation by any
      governmental authority for, or has been charged with, or convicted of, money
      laundering, drug trafficking, terrorist related activities, any crimes which
      in
      the United States would be predicate crimes to money laundering, or any
      violation of any Anti-Money Laundering Laws (as hereinafter defined in this
      Section
      3(cc));
      (ii)
      has been assessed civil or criminal penalties under any Anti-Money Laundering
      Laws; or (iii) has had any of its funds seized or forfeited in any action under
      any Anti-Money Laundering Laws. For purposes of this Section
      3(cc),
      the
      term “Anti-Money
      Laundering Laws”
shall
      mean laws, regulations and sanctions, state and federal, criminal and civil,
      that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal
      transactions; (ii) limit commercial transactions with designated countries
      or
      individuals believed to be terrorists, narcotics dealers or otherwise engaged
      in
      activities contrary to the interests of the United States; (iii) require
      identification and documentation of the parties with whom a Financial
      Institution conducts business; or (iv) are designed to disrupt the flow of
      funds
      to terrorist organizations. Such laws, regulations and sanctions shall be deemed
      to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot
      Act”),
      the
      Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank
      Secrecy Act”),
      the
      Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency
      Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction
      regulations promulgated pursuant thereto by the OFAC, as well as laws relating
      to prevention and detection of money laundering in 18 U.S.C. Sections 1956
      and
      1957.

     

    (dd) Subscriber
      is in compliance with any and all applicable provisions of the Patriot Act,
      including, without limitation, amendments to the Bank Secrecy Act. If Subscriber
      is a Financial Institution, it has established and is in compliance with all
      procedures required by the Patriot Act and the Bank Secrecy Act.

     

    (ee) Subscriber
      shall cooperate with the Company, and shall cause each Purchaser Party to
      cooperate with the Company, in providing such additional information and
      documentation on Subscriber’s and each Purchaser Party’s legal or beneficial
      ownership, policies, procedures and sources of funds as the Company deems
      necessary or prudent to enable the Company to comply with Anti-Money Laundering
      Laws now in existence or hereafter enacted or amended.

     

    (ff) If
      any of
      the foregoing representations, warranties or covenants in Sections
      3(aa)
      through
3(ee)
      hereof
      ceases to be true or if the Company no longer reasonably believes that it has
      satisfactory evidence as to their truth, notwithstanding any other agreement
      to
      the contrary, the Company may, in accordance with applicable regulations, and
      after giving Subscriber reasonable opportunity to provide such satisfactory
      evidence, freeze Subscriber’s investment, including without limitation,
      withholding any dividends or distributions otherwise payable to Subscriber,
      suspending Subscriber’s voting rights and rescinding Subscriber’s investment in
      Units, and the Company may also be required to report such action and to
      disclose Subscriber’s identity to OFAC or another authority. In the event that
      the Company is required to take any of the foregoing actions, Subscriber
      understands and agrees that it shall have no claim against the Company and/or
      its affiliates, directors, stockholders, officers, employees and agents for
      any
      form of damages as a result of any of the aforementioned actions.

     

    
      
        
        

      

      
        A
          -
          9

        
          

        

      

      
        
        

      

    

     

    (gg) Subscriber
      understands and agrees that any dividend, distribution or rescission proceeds
      or
      other payments made to it will be paid to the same account from which
      Subscriber’s investment in the Company was originally remitted, unless otherwise
      requested by a Subscriber and the Company, in its sole discretion,
      agrees.

     

    (hh) Subcriber
      acknowledges that the Lock-Ups (as defined below) are being entered into for
      the
      benefit of the Company and that Subscriber has no rights thereunder as a
      third-party beneficiary or otherwise. Subscriber further acknowledges that
      the
      provisions of any Lock-Up may be waived by the Placement Agent, in its sole
      discretion.

     

    (ii) The
      foregoing representations, warranties and agreements shall survive the
      Closing.

     

    4. THE
      COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

     

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

     

    (a) Organization
      and Qualification.
      The
      Company and each of its wholly or partially owned subsidiaries (the
“Subsidiaries”)
      is an
      entity duly incorporated or otherwise organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation or organization
      (as applicable), with the requisite power and authority to own and use its
      properties and assets and to carry on its business as currently conducted.
      Neither the Company nor any Subsidiary is in violation or default of any of
      the
      provisions of its respective certificate or articles of incorporation, bylaws
      or
      other organizational or charter documents. Each of the Company and the
      Subsidiaries is duly qualified to conduct business and is in good standing
      as a
      foreign corporation or other entity in each jurisdiction in which the nature
      of
      the business conducted or 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 reasonably be expected to result in (i) a material
      adverse effect on the legality, validity or enforceability of any Transaction
      Document, (ii) a material adverse effect on the results of operations, assets,
      business, prospects or condition (financial or otherwise) of the Company and
      the
      Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
      Company’s ability to perform in any material respect on a timely basis its
      obligations under any Transaction Document (any of (i), (ii) or (iii), a
“Material
      Adverse Effect”)
      and no
      case has been instituted in any such jurisdiction revoking, limiting or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (b) Authorization;
      Enforcement.
      The
      Company has the corporate power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder. This Agreement has been
      duly
      authorized, executed and delivered by the Company and is valid, binding and
      enforceable against the Company in accordance with its terms.

     

    (c) Issuance
      of Securities.
      The
      Securities to be issued to the Subscriber pursuant to this Agreement when issued
      and delivered in accordance with the terms of this Agreement, will be duly
      authorized and validly issued and will be fully paid and
      non-assessable.

     

    
      
        
        

      

      
        A
          -
          10

        
          

        

      

      
        
        

      

    

     

    (d) No
      Conflicts.
      The
      execution and delivery and the performance of this Agreement and the Transaction
      Documents by the Company does not and will not (i) conflict with either the
      Company’s or any Subsidiary’s organizational materials, as amended to date, (ii)
      conflict with or result in a breach of any terms or provisions of, or constitute
      a default under, any material contract, agreement or instrument to which the
      Company or any Subsidiary is a party or by which the Company or any Subsidiary
      is bound, (iii) result in the creation of any lien upon any of the properties
      or
      assets of the Company or any Subsidiary, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any agreement, credit facility, debt or other
      instrument (evidencing a Company or Subsidiary debt or otherwise) or other
      understanding to which the Company or any Subsidiary is a party or by which
      any
      property or asset of the Company or any Subsidiary is bound or affected, or
      (iv)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations), or by which any property or asset of
      the
      Company or a Subsidiary is bound or affected; except in the case of each of
      clauses (ii), (iii) or (iv), such as would not reasonably be expected to result
      in a Material Adverse Effect.

     

    (e) Capitalization.
      After
      giving effect to the transactions contemplated by this Agreement and the PPM,
      the Company will have the outstanding capital stock as set forth in the PPM
      (as
      amended and supplemented from time to time). Except as set forth in the PPM:
      (i)
      no Person has any right of first refusal, preemptive right, right of
      participation, or any similar right to participate in the Offering; (ii) there
      are no outstanding options, warrants, scrip rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exercisable or exchangeable for, or giving
      any
      Person any right to subscribe for or acquire, any shares of Common Stock, or
      contracts, commitments, understandings or arrangements by which the Company
      or
      any Subsidiary is bound to issue additional shares of Common Stock or Common
      Stock Equivalents; and (iii) the issuance and sale of the Securities will not
      obligate the Company to issue shares of Common Stock or other securities to
      any
      Person (other than the Subscribers and the Placement Agent) and will not result
      in a right of any holder of Company securities to adjust the exercise,
      conversion, exchange or reset price under any of such securities. All of the
      outstanding shares of capital stock of the Company are validly issued, fully
      paid and nonassessable, have been issued in compliance with all federal and
      state securities laws, and none of such outstanding shares was issued in
      violation of any preemptive rights or similar rights to subscribe for or
      purchase securities. No further approval or authorization of any stockholder,
      the Board of Directors or others is required for the issuance and sale of the
      Securities. There are no stockholders agreements, voting agreements or other
      similar agreements with respect to the Company’s capital stock to which the
      Company is a party or, to the knowledge of the Company, between or among any
      of
      the Company’s stockholders

     

    (f) Disclosure.
      The
      representations and warranties of the Company in this Agreement, including
      any
      disclosure schedules to this Agreement, and the disclosures in the PPM, as
      the
      same may be amended and supplemented from time to time, are true and correct
      in
      all material respects as of the date when made and as of each Closing Date
      and
      do not contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements made therein, in light
      of the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Subscriber makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth herein, in the Registration Rights Agreement,
      including the questionnaire attached as Annex B thereto, and/or in the Investor
      Questionnaire included as Exhibit B to the PPM. 

     

    
      
        
        

      

      
        A
          -
          11

        
          

        

      

      
        
        

      

    

     

    (g)
       Financial
      Statements.
      The
      financial statements included in the PPM comply in all material respects with
      applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto as in effect as of the date thereof. Such
      financial statements have been prepared in accordance with United States
      generally accepted accounting principles applied on a consistent basis during
      the periods involved (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP, and fairly present in all material respects the
      financial position of the entities covered thereby as of and for the dates
      thereof and the results of operations and cash flows for the periods then ended,
      subject, in the case of unaudited statements, to normal, immaterial, year-end
      audit adjustments.

     

    (h) Material
      Changes.
      Since
      the date of the latest financial statements included in the PPM, except as
      disclosed in the PPM, (i) there has been no event, occurrence or development
      that has had or that could reasonably be expected to result in a Material
      Adverse Effect, (ii) the Company has not incurred any material liabilities
      (contingent or otherwise) other than (A) trade payables and accrued expenses
      incurred in the ordinary course of business consistent with past practice and
      (B) liabilities not required to be reflected in the Company’s financial
      statements pursuant to GAAP or disclosed in filings made with the Commission,
      (iii) the Company has not altered its method of accounting, (iv) the Company
      has
      not declared or made any dividend or distribution of cash or other property
      to
      its stockholders or purchased, redeemed or made any agreements to purchase
      or
      redeem any shares of its capital stock and (v) the Company has not issued any
      equity securities to any officer, director or Affiliate, except pursuant to
      existing Company stock option plans. 

     

    (i) Litigation.
      There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Company, threatened against or affecting
      the
      Company, any Subsidiary or any of their respective properties before or by
      any
      court, arbitrator, governmental or administrative agency or regulatory authority
      (federal, state, county, local or foreign) (collectively, an “Action”)
      which
      (i) adversely affects or challenges the legality, validity or enforceability
      of
      any of the Transaction Documents or the Securities or (ii) would, if there
      were
      an unfavorable decision, reasonably be expected to result in a Material Adverse
      Effect. Neither the Company nor any Subsidiary, nor any director or officer
      thereof, is or has been the subject of any Action involving a claim of violation
      of or liability under federal or state securities laws or a claim of breach
      of
      fiduciary duty. To the knowledge of the Company, there is not pending or
      contemplated, any investigation by the Commission involving the Company or
      any
      current director or officer of the Company. 

     

    (j)
       Compliance.
      Except
      in each case as would not reasonably be expected to result in a Material Adverse
      Effect, neither the Company nor any Subsidiary (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
      Subsidiary under), nor has the Company or any Subsidiary received notice of
      a
      claim that it is in default under or that it is in violation of, any indenture,
      loan or credit agreement to which it is a party or by which it or any of its
      properties is bound (whether or not such default or violation has been waived),
      (ii) is in violation of any order of any court, arbitrator or governmental
      body,
      or (iii) is or has been in violation of any statute, rule or regulation of
      any
      governmental authority, including without limitation all foreign, federal,
      state
      and local laws applicable to its business and all such laws that affect the
      environment.

     

    
      
        
        

      

      
        A
          -
          12

        
          

        

      

      
        
        

      

    

     

    (k)
       Regulatory
      Permits.
      The
      Company and the Subsidiaries possess all certificates, authorizations and
      permits issued by the appropriate federal, state, local or foreign regulatory
      authorities as described in the PPM, except where the failure to possess such
      permits would not reasonably be expected to result in a Material Adverse Effect
      (“Material
      Permits”),
      and
      neither the Company nor any Subsidiary has received any notice of proceedings
      relating to the revocation or modification of any Material Permit.

     

    (l)
       Title
      to Assets.
      The
      Company and the Subsidiaries have good and marketable title in all personal
      property owned by them that is material to the business of the Company and
      the
      Subsidiaries, in each case free and clear of all Liens, except for Liens as
      do
      not materially affect the value of such property and do not materially interfere
      with the use made and proposed to be made of such property by the Company and
      the Subsidiaries and Liens for the payment of federal, state or other taxes,
      the
      payment of which is neither delinquent nor subject to penalties. Except as
      would
      not reasonably be expected to result in a Material Adverse Effect, any real
      property and facilities held under lease by the Company and the Subsidiaries
      are
      held by them under valid, subsisting and enforceable leases with which the
      Company and the Subsidiaries are in substantial compliance.

     

    (m)
       Patents
      and Trademarks.
      The
      Company and the Subsidiaries have, or have rights to use, all patents, patent
      applications, trademarks, trademark applications, service marks, trade names,
      trade secrets, inventions, copyrights, licenses and other intellectual property
      rights and similar rights necessary or material for use in connection with
      their
      respective businesses as described in the PPM and which the failure to so have
      would reasonably be expected to have a Material Adverse Effect (collectively,
      the “Intellectual
      Property Rights”).
      Neither the Company nor any Subsidiary has received a notice (written or
      otherwise) that any of the Intellectual Property Rights used by the Company
      or
      any Subsidiary violates or infringes upon the rights of any Person. To the
      knowledge of the Company, all such Intellectual Property Rights are enforceable
      and there is no existing infringement by another Person of any of the
      Intellectual Property Rights. The Company and its Subsidiaries have taken
      reasonable security measures to protect the secrecy, confidentiality and value
      of all of their intellectual properties, except where failure to do so would
      not, individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.

     

    (n)
       Insurance.
      The
      Company and the Subsidiaries carry at least such insurance as is disclosed
      in
      the PPM. Neither the Company nor any Subsidiary has any knowledge that it will
      not be able to renew its existing insurance coverage as and when such coverage
      expires or to obtain similar coverage from similar insurers as may be necessary
      to continue its business without a material increase in cost.

     

    
      
        
        

      

      
        A
          -
          13

        
          

        

      

      
        
        

      

    

     

    (o)
       Transactions
      with Affiliates and Employees.
      Except
      as set forth in the PPM, 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 with the Company or any Subsidiary (other
      than for services as employees, officers and directors), 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, in each case in excess of $120,000 other than for (i) payment of salary
      or consulting fees for services rendered, (ii) reimbursement for expenses
      incurred on behalf of the Company and (iii) other employee benefits, including
      stock option agreements under any stock option plan of the Company.

     

    (p)
       Certain
      Fees.
      All
      brokerage fees or commissions that are or will be payable by the Company to
      any
      broker, financial advisor or consultant, finder, placement agent, investment
      banker, bank or other Person with respect to the transactions contemplated
      by
      the Transaction Documents are as set forth in the PPM. The Subscriber shall
      have
      no obligation with respect to any fees or with respect to any claims made by
      or
      on behalf of other Persons for fees of a type contemplated in this Section
      that
      may be due in connection with the transactions contemplated by the Transaction
      Documents. 

     

    (q)
       Private
      Placement.
      Assuming the accuracy of each Subscriber’s representations and warranties set
      forth in their respective Subscription Agreements, no registration under the
      Securities Act is required for the offer and sale of the Securities by the
      Company to the Subscribers as contemplated hereby.

     

    (r)
       Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Securities, will not be or be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company shall conduct its business in a manner so that it will not become
      subject to the Investment Company Act of 1940, as amended.

     

    (s)
       Application
      of Takeover Protections.
      The
      Company and the Board of Directors have taken all necessary action, if any,
      in
      order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company’s certificate of
      incorporation (or similar charter documents) or the laws of its state of
      incorporation that is or could become applicable to the Subscribers as a result
      of the Subscribers and the Company fulfilling their obligations or exercising
      their rights under the Transaction Documents, including without limitation
      as a
      result of the Company’s issuance of the Securities and the Subscribers’
ownership of the Securities.

     

    (t)
       Tax
      Status.
      Except
      for matters that would not, individually or in the aggregate, reasonably be
      expected to result in a Material Adverse Effect, the Company and each Subsidiary
      has filed all necessary federal, state and foreign income and franchise tax
      returns and has paid or accrued all taxes shown as due thereon, and the Company
      has no knowledge of a tax deficiency which has been asserted or threatened
      against the Company or any Subsidiary.

     

    (u)
       No
      General Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Securities by any form of general solicitation or general
      advertising. The Company has offered the Securities for sale only to the
      Subscribers and certain other “accredited investors” within the meaning of Rule
      501 under the Securities Act.

     

    
      
        
        

      

      
        A
          -
          14

        
          

        

      

      
        
        

      

    

     

    (v)
       Foreign
      Corrupt Practices.
      Neither
      the Company, nor to the knowledge of the Company, any agent or other person
      acting on behalf of the Company, has (i) directly or indirectly, used any funds
      for unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds, (iii)
      failed to disclose fully any contribution made by the Company (or made by any
      person acting on its behalf of which the Company is aware) which is in violation
      of law, or (iv) violated in any material respect any provision of the Foreign
      Corrupt Practices Act of 1977, as amended.

     

    (w)
       Employees.
      Neither
      the Company nor any of its Subsidiaries has any collective bargaining agreements
      with any of its employees. There is no labor union organizing activity pending
      or, to the Company’s knowledge, threatened with respect to the Company or its
      Subsidiaries. Except as described in the PPM, neither the Company nor any of
      its
      Subsidiaries is a party to or bound by any material currently effective
      employment contract, deferred compensation arrangement, bonus plan, incentive
      plan, profit sharing plan, retirement agreement or other employee compensation
      plan or agreement. To the Company’s knowledge, no employee of the Company or any
      Subsidiary, nor any consultant with whom the Company or any Subsidiary has
      contracted, is in violation of any term of any employment contract, proprietary
      information agreement or any other agreement relating to the right of any such
      individual to be employed by, or to contract with, the Company (or any
      Subsidiary) because of the nature of the business to be conducted by the Company
      (or any Subsidiary); and to the Company’s knowledge the continued employment by
      the Company (and its Subsidiaries) of their respective present employees, and
      the performance of the Company’s (and Subsidiaries’) contracts with its
      independent contractors, will not result in any such violation. The Company
      has
      not received any notice alleging that any such violation has occurred. No
      employee of the Company or any Subsidiary has been granted the right to
      continued employment by the Company (or any Subsidiary) or to any material
      compensation following termination of employment with the Company (or any
      Subsidiary). The Company is not aware that any officer or key employee who
      is
      identified in the PPM intends to terminate his or her employment with the
      Company (or any Subsidiary). The Company and its Subsidiaries are in compliance
      with all U.S. federal, state, local and foreign laws and regulations relating
      to
      employment and employment practices, terms and conditions of employment and
      wages and hours, except where the failure to be in compliance would not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.

     

    (x)
       Obligations
      of Management.
      Each of
      Ezra Green and Robert Parker is currently devoting substantially all of his
      or
      her business time to the conduct of business of the Company or its Subsidiaries.
      The Company is not aware that either Ezra Green or Robert Parker is planning
      to
      work less than full time at the Company (and its Subsidiaries) in the future.
      No
      officer or key employee who is identified in the PPM is currently working or,
      to
      the Company’s knowledge, plans to work for a competitive enterprise, whether or
      not such officer of key employee is or will be compensated by such
      enterprise.

     

    
      
        
        

      

      
        A
          -
          15

        
          

        

      

      
        
        

      

    

     

    (y)
      Employee
      Benefits.
      The
      Company does not maintain, and is not required by any applicable law to
      maintain, any “employee benefit plan” as such term is defined in Section 3(3) of
      the Employee Retirement Income Security Act of 1974, as amended, or any other
      employee benefit plan, program or arrangement of any kind.

     

    (z) Environmental
      Compliance.
      The
      Company is and has been in compliance in all material respects with all
      applicable Environmental Laws (as defined below). There is no civil, criminal
      or
      administrative judgment, action, suit, demand, claim, hearing, notice of
      violation, investigation, proceeding, notice or demand letter pending or, to
      the
      knowledge of the Company, threatened against the Company pursuant to
      Environmental Laws which would reasonably be expected to have a Material Adverse
      Effect; and, to the knowledge of the Company, there are no past or present
      events, conditions, circumstances, activities, practices, incidents, agreements,
      actions or plans which may prevent compliance with, or which have given rise
      to
      or will give rise to liability under, Environmental Laws that would reasonably
      be expected to have a Material Adverse Effect. As used herein, “Environmental
      Laws”
means
      federal, state and local laws, regulations and codes, in each case relating
      to
      pollution, protection of the environment or public health and
      safety.

    


    (aa) Purchase
      Acknowledgement.
      The
      Company acknowledges and agrees that the Subscriber is acting solely in the
      capacity of an arm’s length purchaser with respect to the Securities and the
      transactions contemplated hereby. The Company further acknowledges that the
      Subscriber is not acting as a financial advisor or fiduciary of the Company
      (or
      in any similar capacity) with respect to this Agreement and the transactions
      contemplated hereby and any advice given by the Subscriber or any of its
      representatives or agents in connection with this Agreement and the transactions
      contemplated hereby is merely incidental to the Subscriber’s purchase of the
      Units. The Company further represents to the Subscriber that the Company’s
      decision to enter into this Agreement has been based solely on the independent
      evaluation of the transactions contemplated hereby by the Company and its
      representatives.

     

    (bb)
       Indemnification.
      The
      Company will indemnify and hold harmless the Subscriber and, where applicable,
      its directors, officers, employees, agents, advisors and shareholders, from
      and
      against any and all loss, liability, claim, damage and expense whatsoever
      (including, but not limited to, any and all fees, costs and expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the
      Company contained herein being untrue in any material respect or any breach
      or
      failure by the Company to comply with any covenant or agreement made by the
      Company to the Subscriber herein.

     

    (cc)
       Survival.
      The
      foregoing representations, warranties and agreements shall survive the
      Closing.

     

    
      
        
        

      

      
        A
          -
          16

        
          

        

      

      
        
        

      

    

     

    5. ANTI-DILUTION
      PRICE PROTECTION

     

    (a) During
      the period from the Initial Closing Date (as defined in the PPM) until the
      earlier of (i) eighteen (18) months following the Initial Closing Date and
      (ii)
      the date that the “resale” registration statement covering the shares of Common
      Stock included within the Units sold in the Offering is declared effective
      by
      the SEC (the “Adjustment
      Period”),
      in
      the event Pubco issues or grants any shares of Common Stock or Common Stock
      Equivalents (as defined below) at a per share price less than the Effective
      Price (such lower price, the “Base
      Price”
and
      any
      such issuance, a “Dilutive
      Issuance”),
      then
      the Company shall cause Pubco to promptly issue additional shares of Common
      Stock (“Ratchet
      Shares”)
      to the
      Subscriber in an amount sufficient that the subscription price paid hereunder,
      when divided by the total number of shares of Common Stock issued to such
      subscriber (shares included in the purchased Units plus any Ratchet Shares
      issuable or previously issued under this provision), will result in an effective
      price paid by the Subscriber per share of Common Stock equal to such Base Price.
      For purposes hereof, if the holder of the Common Stock or Common Stock
      Equivalents issued in any Dilutive Issuance shall at any time, whether by
      operation of purchase price adjustments, reset provisions, floating conversion,
      exercise or exchange prices, be entitled to receive shares of Common Stock
      at an
      effective price per share that is lower than the Effective Price, such issuance
      shall be deemed to have occurred for less than the Effective Price per share
      on
      the date of the Dilutive Issuance. Such adjustment shall be made whenever any
      Dilutive Issuance is made within the Adjustment Period. Notwithstanding the
      foregoing, no adjustment will be made under this Section
      5(a)
      in
      respect of an Exempt Issuance (as defined below). The Company shall notify
      the
      Subscriber in writing, no later than 1 business day following a Dilutive
      Issuance, indicating therein, in reasonable detail, the applicable issuance
      price, exercise price, reset price, exchange price, conversion price and/or
      other pricing terms regarding the securities issued in such Dilutive Issuance
      (such notice, the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section
      5(a),
      immediately upon the occurrence of any Dilutive Issuance, the Subscriber is
      entitled to receive the Ratchet Shares pursuant to this Section
      5(a).
      Notwithstanding anything herein or in any Offering Document to the contrary,
      the
      foregoing does not convey to the Subscriber any right to participation in any
      future financings or offerings now or in the future contemplated or undertaken
      by Pubco. The Company reserves the right to establish procedures in order to
      effectuate the issuance of additional shares in the event of any Dilutive
      Issuance requiring an the issuance of Ratchet Shares, in its sole discretion,
      including prompt delivery of such Ratchet Shares to the Subscriber in full
      (and
      in any event within 30 days) and complete satisfaction of the Company’s
      obligation upon a Dilutive Issuance.

     

    (b) “Common
      Stock Equivalents”
means
      any securities of Pubco or any of its subsidiaries which would entitle the
      holder thereof to acquire at any time Common Stock, including, without
      limitation, any debt, preferred stock, rights, options, warrants or other
      instrument that is at any time convertible into or exercisable or exchangeable
      for, or otherwise entitles the holder thereof to receive, Common
      Stock.

     

    (c) “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers,
      directors, or consultants of Pubco or its subsidiaries (including the Company
      following the Merger) pursuant to any stock or option plan duly adopted for
      such
      purpose by a majority of the non-employee members of the Board of Directors
      of
      Pubco or a majority of the members of a committee of non-employee directors
      established, (b) securities upon the exercise or exchange of or conversion
      of
      any securities issued in the Offering (including, without limitation, the
      Placement Warrants and any Ratchet Shares) and/or other securities exercisable
      or exchangeable for or convertible into shares of Common Stock issued and
      outstanding on the date of this Agreement, provided that such securities have
      not been amended since the date of this Agreement to increase the number of
      such
      securities or to decrease the exercise, exchange or conversion price of such
      securities (it being understood that an adjustment pursuant to the terms of
      such
      securities shall not be deemed an amendment thereto); and (c) securities issued
      pursuant to acquisitions or strategic transactions approved by a majority of
      the
      disinterested directors of Pubco where such directors have determined, in good
      faith, that such transaction is not primarily for the purpose of raising
      capital.

     

    
      
        
        

      

      
        A
          -
          17

        
          

        

      

      
        
        

      

    

     

    (d) “Effective
      Price,”
at
      any
      time, shall mean the quotient of (i) the aggregate purchase price paid by the
      Subscriber for the Units purchased hereunder divided by (ii) the sum of the
      number of shares of Common Stock included in such Units plus any Ratchet Shares
      issued to such Subscriber pursuant to Section
      5(a)
      hereof
      prior to such time.

     

    6. USE
      OF PROCEEDS

     

    The
      Company anticipates using the gross proceeds from the Offering as described
      in
      the PPM. The Company shall not use the proceeds for the redemption of any Common
      Stock or Common Stock Equivalents.

    


    7. ESCROW
      RELEASE

     

    The
      Subscriber acknowledges that the Company and the Placement Agent may act on
      the
      Subscriber’s behalf, solely for the sake of convenience, in connection with
      confirmation to the Escrow Agent that the Closing has occurred and thereby
      direct the Escrow Agent to disburse the Subscriber’s subscription funds held in
      escrow to the Company (net of any fees and expenses) at such time. In doing
      so,
      however, the Company and the Placement Agent make no representation or warranty
      to the Subscriber with respect to any due diligence investigations concerning
      the Company, all of which shall be and remain the Subscriber’s own
      responsibility.

     

    8. CONDITIONS
      TO ACCEPTANCE OF SUBSCRIPTION

     

    The
      Company’s right to accept the subscription of the Subscriber is conditioned upon
      satisfaction of the following conditions precedent on or before the date the
      Company accepts such subscription:

     

    (a) As
      of the
      Closing, no legal action, suit or proceeding shall be pending that seeks to
      restrain or prohibit the transactions contemplated by this
      Agreement.

     

    (b) The
      representations and warranties of the Company contained in this Agreement shall
      have been true and correct in all material respects on the date of this
      Agreement and shall be true and correct as of the Closing as if made on the
      date
      of the Closing.

     

    (c) The
      Company shall have received subscriptions and reconfirmations for at least
      $3,250,000 of Units in connection with the Offering.

     

    (d) The
      Company shall have provided the Subscriber with a substantially completed draft
      of a Current Report on Form 8-K containing such information about CSG as would
      be required to be disclosed in a Registration Statement on Form 10-SB (the
      “Jumbo
      8-K”),
      and
      following receipt of such Jumbo 8-K, the Subscriber shall have reconfirmed,
      in
      writing, its subscription hereunder.

     

    
      
        
        

      

      
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          -
          18

        
          

        

      

      
        
        

      

    

     

    (e) Pubco
      shall have consummated its acquisition of CSG’s issued and outstanding capital
      stock and Pubco shall have succeeded to CSG’s business as its sole line of
      business.

     

    (f) The
      former shareholders of CSG who hold shares of Common Stock of the Company,
      other
      than the holders of Bridge Common (as defined in the PPM), shall have executed
      a
      fifteen (15) month lock-up agreement, substantially in the Form of Exhibit
      F to
      the PPM (collectively, the “Lock-Ups”).

     

    9. NOTICES
      TO THE SUBSCRIBER

     

    (a) THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
      LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
      FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES
      HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES
      COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
      AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
      OR ADEQUACY OF ANY INFORMATION FURNISHED IN CONNECTION WITH THIS OFFERING.
      ANY
      REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     

    (b) THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. THE SUBSCRIBER SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    
      
        10.
          MISCELLANEOUS
          PROVISIONS

      

    

     

    (a) All
      parties hereto have been represented by or had the opportunity to be represented
      by counsel, and no inference shall be drawn in favor of or against any party
      by
      virtue of the fact that such party or party’s counsel was or was not the
      principal draftsman of this Agreement.

     

    (b) Each
      of
      the parties hereto shall be responsible to pay the costs and expenses of its
      own
      legal counsel, accountants, advisors and other experts, if any, in connection
      with the preparation and review of this Agreement and related
      documentation.

     

    (c) Neither
      this Agreement, nor any provisions hereof, shall be waived, modified, discharged
      or terminated except by an instrument in writing signed by the party against
      whom any waiver, modification, discharge or termination is sought. Unless such
      waiver expressly provides otherwise, no waiver of any default with respect
      to
      any provision, condition or requirement of this Agreement shall be deemed to
      be
      a continuing waiver in the future or a waiver of any subsequent default or
      a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of any party to exercise any right hereunder in any manner
      impair the exercise of any such right

     

    
      
        
        

      

      
        A
          -
          19

        
          

        

      

      
        
        

      

    

     

    (d) The
      representations, warranties and agreements of the Subscriber and the Company
      made in this Agreement shall survive the execution and delivery of this
      Agreement and the delivery of the Securities.

     

    (e) Any
      party
      may send any notice, request, demand, claim or other communication hereunder
      to
      the Subscriber at the address set forth on the signature page of this Agreement
      or to the Company at the address set forth above using any means (including
      personal delivery, expedited courier, messenger service, fax, ordinary mail
      or
      electronic mail), but no such notice, request, demand, claim or other
      communication will be deemed to have been duly given unless and until it
      actually is received by the intended recipient. Any party may change the address
      to which notices, requests, demands, claims and other communications hereunder
      are to be delivered by giving the other parties written notice in the manner
      herein set forth.

     

    (f) Except
      as
      otherwise provided herein, this Agreement shall be binding upon, and inure
      to
      the benefit of, the parties to this Agreement and their heirs, executors,
      administrators, successors, legal representatives and permitted assigns. If
      the
      Subscriber is more than one person or entity, the obligation of the Subscriber
      shall be joint and several and the agreements, representations, warranties
      and
      acknowledgments contained herein shall be deemed to be made by, and be binding
      upon, each such person or entity and its heirs, executors, administrators,
      successors, legal representatives and assigns. This Agreement sets forth the
      entire agreement and understanding between the parties as to the subject matter
      thereof and merges and supersedes all prior discussions, agreements and
      understandings of any and every nature among them.

     

    (g) This
      Agreement is not transferable or assignable by the Company without the prior
      written consent of each Subscriber (other than by merger). Subscriber may assign
      any or all of its rights under this Agreement to any Person to whom Subscriber
      assigns or transfers any Securities, otherwise than through a sale into the
      public market (whether pursuant to an effective registration statement under
      the
      Securities Act, Rule 144 under the Securities Act or a successor or
      substantially similar regulation thereto); provided
      that
      such transferee agrees in writing to be bound, with respect to the transferred
      Securities, by the provisions of the Transaction Documents that apply to the
      “Subscribers.”

     

    (h) Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto,
      the
      parties expressly agree that all the terms and provisions hereof shall be
      construed in accordance with and governed by the laws of the State of New York.
      The parties hereby agree that any dispute which may arise between them arising
      out of or in connection with this Agreement shall be adjudicated only before
      a
      State or Federal court located in New York County, State of New York and they
      hereby submit to the exclusive jurisdiction of such courts with respect to
      any
      action or legal proceeding commenced by any party, and irrevocably waive any
      objection they now or hereafter may have respecting the venue of any such action
      or proceeding brought in such a court or respecting the fact that such court
      is
      an inconvenient forum, relating to or arising out of this Agreement or any
      acts
      or omissions relating to the sale of the securities hereunder, and consent
      to
      the service of process in any such action or legal proceeding by means of
      registered or certified mail, return receipt requested, in care of the address
      set forth below or such other address as the undersigned shall furnish in
      writing to the other. In
      any action, suit or proceeding in any jurisdiction brought by any party against
      any other party, the parties each knowingly and intentionally, to the greatest
      extent permitted by applicable law, hereby absolutely, unconditionally,
      irrevocably and expressly waives forever trial by jury

     

    
      
        
        

      

      
        A
          -
          20

        
          

        

      

      
        
        

      

    

     

    (i) This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns (including, in the case of the Company, Pubco,
      which is expressly intended to be a third party beneficiary of this Agreement)
      and is not for the benefit of, nor may any provision hereof be enforced by,
      any
      other person.

     

    (j) This
      Agreement may be executed in counterparts. Upon the execution and delivery
      of
      this Agreement by the Subscriber, this Agreement shall become a binding
      obligation of the Subscriber with respect to the purchase of Units as herein
      provided; subject, however, to the right hereby reserved by the Company (i)
      to
      enter into the same agreements with other subscribers, (ii) to add and/or delete
      other persons as subscribers and (iii) to reduce the amount of or reject any
      subscription. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a scanned electronic data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or electronic signature page were an original thereof.


     

    (k) If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (l) If
      any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof (in the case of mutilation),
      or
      in lieu of and substitution therefor, a new certificate or instrument, but
      only
      upon receipt of evidence of such loss, theft or destruction and indemnity
      reasonably satisfactory to the Company (which may include a bond). The applicant
      for a new certificate or instrument under such circumstances shall also pay
      any
      reasonable third-party costs (including customary indemnity) associated with
      the
      issuance of such replacement Securities.

     

    (m) In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Subscribers and the Company
      will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations contained in the Transaction
      Documents and hereby agrees to waive and not to assert in any action for
      specific performance of any such obligation the defense that a remedy at law
      would be adequate.

     

    
      
        
        

      

      
        A
          -
          21

        
          

        

      

      
        
        

      

    

     

    (n) To
      the
      extent that the Company makes a payment or payments to any Subscriber pursuant
      to any Transaction Document or a Subscriber enforces or exercises its rights
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to the Company, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy law, state or federal law, common law or equitable cause of action),
      then to the extent of any such restoration the obligation or part thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such enforcement or setoff
      had not occurred.

     

    (o) The
      obligations of each Subscriber under any Transaction Document are several and
      not joint with the obligations of any other Subscriber, and no Subscriber shall
      be responsible in any way for the performance or non-performance of the
      obligations of any other Subscriber under any Transaction Document. Nothing
      contained herein or in any other Transaction Document, and no action taken
      by
      any Subscriber pursuant thereto, shall be deemed to constitute the Subscribers
      as a partnership, an association, a joint venture or any other kind of entity,
      or create a presumption that the Subscribers are in any way acting in concert
      or
      as a group with respect to such obligations or the transactions contemplated
      by
      the Transaction Documents. Each Subscriber shall be entitled to independently
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement or out of the other Transaction Documents, and it shall
      not be necessary for any other Subscriber to be joined as an additional party
      in
      any proceeding for such purpose. 

     

    [Signature
      pages follow immediately]

    


    
      
        
        

      

      
        A
          -
          22

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Subscription Agreement as of the date and year first
      written above.

    


    
      	
              __________________________

            	
              X
                $25,000 for each Unit

            	
              =
                $_____________________.

            
	
              Number
                of Units subscribed for

            	 	
              Aggregate
                Purchase Price

            


    

    


    Manner
      in which Title is to be held (Please Check One):

    
      	
              1.

            	
              ___

            	
              Individual

            	
              7.

            	
              ___

            	
              Trust/Estate/Pension
                or Profit Sharing Plan

              Date
                Opened:______________

            
	
              2.

            	
              ___

            	
              Joint
                Tenants with Right of Survivorship

            	
              8.

            	
              ___

            	
              As
                a Custodian for

              ________________________________

              Under
                the Uniform Gift to Minors Act of the State of

              ________________________________

            
	
              3.

            	
              ___

            	
              Community
                Property

            	
              9.

            	
              ___

            	
              Married
                with Separate Property

            
	
              4.

            	
              ___

            	
              Tenants
                in Common

            	
              10.

            	
              ___

            	
              Keogh

            
	
              5.

            	
              ___

            	
              Corporation/Partnership/
                Limited Liability Company

            	
              11.

            	
              ___

            	
              Tenants
                by the Entirety

            
	
              6.

            	
              ___

            	
              IRA

            	
              12.

            	
              ___

            	
              Foundation
                described in Section 501(c)(3) of the Internal Revenue Code of 1986,
                as
                amended.

            


    

     

    If
      there is more than one Subscriber, then each Subscriber must sign the applicable
      signature page:

     

    · INDIVIDUAL
      SUBSCRIBERS MUST COMPLETE PAGE A-24

     

    · SUBSCRIBERS
      WHICH ARE ENTITIES MUST COMPLETE PAGE A-25

     

    
      
        	
                *If
                  Subscriber is a Registered Representative with a FINRA member firm,
                  have
                  the following acknowledgement signed by the appropriate
                  party:

              
	
                The
                  undersigned FINRA member firm acknowledges receipt of the
                  notice

                required
                  by Rule 3050 of the NASD

                Conduct
                  Rules

              	 
	 	 
	 	 
	
                Name
                  of FINRA Firm

              	 
	 	 
	
                By:

              	 	 
	
                Name: 

                
                  Title:

                

              	 


      

       

      
        
          
          

        

        
          A
            -
            23

          
            

          

        

        
          
          

        

      

    

     

    EXECUTION
      BY NATURAL PERSONS

     

    
      	 
	
              Exact
                Name in Which Title is to be Held

            
	 
	 	 	 
	
              Name
                (Please Print)

            	 	
              Name
                of Additional Subscriber

            
	 	 	 
	 	 	 
	
              Residence:
                Number and Street

            	 	
              Address
                of Additional Subscriber

            
	 	 	 
	 	 	 
	
              City,
                State and Zip Code

            	 	
              City,
                State and Zip Code

            
	 	 	 
	 	 	 
	
              Social
                Security Number

            	 	
              Social
                Security Number

            
	 	 	 
	 	 	 
	
              Telephone
                Number

            	 	
              Telephone
                Number

            
	 	 	 
	 	 	 
	
              Fax
                Number (if available)

            	 	
              Fax
                Number (if available)

            
	 	 	 
	 	 	 
	
              E-Mail
                (if available)

            	 	
              E-Mail
                (if available)

            
	 	 	 
	 	 	 
	
              (Signature)

            	 	
              (Signature
                of Additional Subscriber)

            
	 	 	 
	
              Instructions
                for Delivery of Securities:

               

              Deposit
                to my Westminster brokerage account

              Deposit
                to my brokerage account at __________________________ (other
                brokerage)

               

               

              Deliver
                to the address above     

               

              Broker:

              Westminster
                Rep:_______________________ 

            


    

    


    
      	 	 	 
	 	
              ACCEPTED
                this ___ day of _________ ____, with

              respect
                to _______________ Units.

            
	 	 
	 	
              CLEAR
                SKIES HOLDINGS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        A
          -
          24

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      BY SUBSCRIBER WHICH IS AN ENTITY

     

    (Corporation,
      Partnership, Trust, Etc...)


    
      

        
          	
                  Name
                    of Entity (Please
                    Print):____________________________________________________________________________________________
                    

                


        

        
          	
                  Date
                    of Incorporation or
                    Organization:_____________________________________________________________________________________

                
	
                  State of Principal Office:________________________________________________________________________________________________

                
	
                  Federal Taxpayer Identification Number:___________________________________________________________________________________

                
	
                  Office Address:_______________________________________________________________________________________________________

                
	
                  City,
                    State and Zip
                    Code:_______________________________________________________________________________________________

                
	
                  Telephone
                    Number:____________________________________________________________________________________________________

                
	
                  Fax
                    Number (if
                    available):_______________________________________________________________________________________________

                
	
                  E-Mail
                    (if
                    available):___________________________________________________________________________________________________

                


        

      

    

     

    
      	 	 	 
	 	 	 
	
              [seal]

            	By:  	_____________________________________________ 
	 	
            
	 	
              Name:

            
	
              Attest:
                ___________________________________________

            	
              Title:

            
	
              (If
                Entity is a Corporation)

            	 


    

    

      
        	
                Instructions
                  for Delivery of Securities:

                 

                    
                  Deposit to my Westminster brokerage account

                    
                  Deposit to my brokerage account at __________________________ (other
                  brokerage)

                 

                 

                    
                  Deliver to the address above

                 

                Broker:

                       
Westminster
                  Rep:_______________________ 

              


      

    

     

    
      	
            	 	 
	 	
              ACCEPTED
                this ___ day of _________ ____, with

              respect
                to _______________ Units.

            
	 	 
	 	
              CLEAR
                SKIES HOLDINGS, INC.

            
	 
 	 
 	 
 
	 	By:  	_____________________________________________ 
	 	
            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        A
          -
          25