Unassociated Document


    


    


    EXHIBIT
      10.1

    


    GlenRose
      Instruments Inc.

    


    4%
      Convertible Debentures Due 2013

    Subscription
      Agreement

    


    Dear
      Sir
      or Madam:

    


    1. Subscription.
      The
      undersigned, intending to be legally bound, irrevocably subscribes for and
      agrees to purchase the aggregate U.S. dollar amount of the 4% Convertible
      Debentures Due 2013 (each a “Debenture” and collectively, the “Debentures”), of
      GlenRose Instruments Inc., a Delaware corporation (the “Company”), indicated on
      the signature page hereof, on the terms and conditions described herein and
      in
      the Debenture. 

    


    The
      undersigned herewith delivers to the Company the consideration (“Purchase
      Price”) required to purchase the Debenture subscribed for hereunder by wire
      transfer funds payable to: GlenRose Instruments Inc., 45 First Avenue, Waltham,
      MA 02451. The minimum subscription is for $500,000 unless otherwise determined
      in the discretion of the Company. Capitalized terms not otherwise defined in
      this Agreement have the meanings specified in the Debenture. 

    


    2. Company
      Representations, Warranties and Covenants.
      Except
      as disclosed pursuant to the Company’s publicly available reports filed with the
      Securities and Exchange Commission (the “SEC”) pursuant to Sections 12, 13 and
      15(d)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      the Company represents and warrants to the undersigned as follows as of the
      date
      hereof:

     

    2.01 Organization
      and Standing of the Company.
      The
      Company is a duly organized and validly existing corporation in good standing
      under the laws of the jurisdiction in which it was organized and has all
      requisite corporate power and authority for
      the
      ownership and operation of its properties and for the carrying on of its
      business as now conducted and as now proposed to be conducted. The Company
      is
      duly licensed or qualified and in good standing as a foreign corporation
      authorized to do business in all jurisdictions wherein the character of the
      property owned or leased, or the nature of the activities conducted, by it
      makes
      such licensing or qualification necessary except where the failure to have
      such
      licenses, qualifications or authority would not have a material adverse effect
      on the business of the Company ("Company Adverse Effect").

    


    2.02 Corporate
      Action and Valid Issuance.
      The
      Company has all necessary corporate power and
      authority to execute, deliver and perform its obligations under this Agreement,
      the Investor Rights Agreement executed as of the date hereof, the Debenture
      and
      any other agreements and instruments executed in connection herewith
      (collectively, the “Transaction Agreements”). All corporate action on the part
      of the Company, its officers, directors and stockholders necessary for the
      authorization of the Debentures, the authorization, execution, delivery and
      performance of the Transaction Agreements and the consummation of the
      transactions contemplated therein has been taken. The execution, delivery and
      performance of the Transaction Agreements by the Company, the issuance of the
      Common Stock (the “Conversion Shares”) upon conversion of the Debentures in
      accordance with their terms and the consummation of the other transactions
      contemplated herein do not require any approval of the Company’s stockholders
      (other than such approval as has been obtained). The Transaction Agreements
      have
      been duly executed and delivered by the Company and constitute, and all the
      covenants therein contained constitute the valid and legally binding obligations
      of the Company, enforceable in accordance with their terms, subject only to
      the
      effect of bankruptcy, insolvency, moratorium, and similar laws affecting the
      rights of creditors generally. Neither the issuance of the Debentures, nor
      the
      issuance of shares of Common Stock upon the conversion of the Debentures, is
      subject to preemptive or other similar statutory or contractual rights and
      will
      not conflict with any provisions of any agreement or instrument to which the
      Company is a party or by which it is bound, including without limitation, the
      articles of incorporation and bylaws of the Company. 


    
      
         

      

      
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    2.03 Securities
      Act. The
      Company has complied and will comply with all applicable federal and state
      securities laws in connection with the issuance of the Debentures and any
      Conversion Shares. Neither the Company nor anyone acting on its behalf has
      offered or will offer to sell the Debentures, or solicit offers with respect
      thereto from, or enter into any preliminary conversations or negotiations
      relating thereto with, any person, so as to bring the issuance and sale of
      the
      Debentures or the issuance of the Conversion Shares under the registration
      provisions of the Securities Act or any state securities laws.

    


    2.04 Employee
      Matters.
      Except
      as would not reasonably likely to result in a Company Adverse Effect, each
      benefit plan of the Company has been established and administered in accordance
      with its terms and in compliance with the applicable provisions of Employee
      Retirement Income Security Act of 1974, as amended, the Internal Revenue Code
      of
      1986, as amended, and other applicable laws, rules and regulations. The Company
      and its subsidiaries are in compliance with all federal, state, local and
      foreign requirements regarding employment. 

    


    2.05 Capitalization;
      Status of Capital Stock

    


    (a) On
      the
      date of this Agreement and immediately prior to the issuance of Debentures
      contemplated by this Agreement, the Company has a total authorized
      capitalization consisting of: (i) 10,000,000 shares of Common Stock of which
      3,117,647 are issued and outstanding and (ii) 3,000,000 shares of Preferred
      Stock, of which none are issued and outstanding. As of the date of this
      Agreement and immediately prior to the issuance of Debentures contemplated
      by
      this Agreement, 700,000 shares of Common Stock have been reserved for issuance
      in accordance with the Company’s 2005 Stock Option and Incentive Plan. Of those
      shares the Company granted: (i) nonqualified options to purchase 230,000 shares
      of the Company’s Common Stock that are currently not exercised and (ii) 15,000
      shares of restricted common stock. 

    


    (b) Schedule
      2.05 sets forth the capitalization of the Company immediately following the
      issuance of the Debentures contemplated by this Agreement including the number
      of shares of the following: (i) issued and outstanding Common Stock; (ii) Common
      Stock reserved for issuance upon conversion of Debenture, including the names
      of
      the holders of the Debentures thereof; (iii) issued stock options, including
      vesting schedule and exercise price; (iv) stock options not yet issued but
      reserved for issuance; (v) issued and outstanding Preferred Stock; and (vi)
      warrants or stock purchase rights, if any. All of the outstanding shares of
      capital stock of the Company have been duly authorized, are validly issued
      and
      are fully paid and nonassessable and were issued in compliance with all
      applicable federal and state securities laws. The Debentures have been duly
      authorized, and when issued, sold and delivered in accordance with the terms
      and
      for the consideration set forth in this Agreement, will be validly issued.
      The
      Company has duly reserved the Conversion Shares for issuance upon conversion
      of
      the Debentures, and the Conversion Shares, when issued and delivered upon
      conversion of the Debentures, will be duly authorized, validly issued and fully
      paid and non assessable. Except as set forth on Schedule
      2.05,
      there
      are no options, warrants or rights to purchase shares of capital stock or other
      securities of the Company authorized, issued or outstanding, nor is the Company
      obligated in any other manner to issue shares of its capital stock or other
      securities. There are no restrictions on the transfer of shares of capital
      stock
      of the Company other than those imposed by the Transaction Agreements and state
      and federal securities laws. No holder of any security of the Company is
      entitled to preemptive or similar statutory or contractual rights, either
      arising pursuant to any agreement or instrument to which the Company is a party,
      or which are otherwise binding upon the Company, which have not been waived.
      The
      offer and sale of all shares of capital stock and other securities of the
      Company issued before the date hereof complied with or were exempt from all
      federal and state securities laws.


    
      
         

      

      
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    2.06 Government
      Consents and Filings. Assuming
      the accuracy of the representations made by the undersigned in Section 2 of
      this
      Agreement, no consent, approval, order or authorization of, or registration,
      qualification, designation, declaration or filing with, any federal, state
      or
      local governmental authority is required on the part of the Company in
      connection with the consummation of the transactions contemplated by this
      Agreement.

     

    2.07 Litigation.
      There is
      no claim, action, suit, proceeding, arbitration, complaint, charge or
      investigation pending or, to the Company’s knowledge, currently threatened
      against the Company which individually or in the aggregate would reasonably
      be
      expected to have a Company Adverse Effect, nor are there any orders, writs,
      injunctions, judgments or decrees outstanding of any court or governmental
      agency or instrumentality and binding upon the Company that would reasonably
      be
      expected to have a Company Adverse Effect. To the Company’s knowledge, the
      Company is not currently subject to any investigation by any governmental body
      with respect to any allegation of “backdating” options granted to any employees
      or directors that would reasonably be expected to have a Company Adverse Effect.
      

    


    2.08 Intellectual
      Property.
      Except
      as
      would not reasonably be expected to have a Company Adverse Effect: (a) the
      Company owns, or possesses sufficient rights to use, all patents, patent
      applications, trademarks, trademark applications, service marks, trade names,
      copyrights, trade secrets, licenses, domain names, mask works, information
      and
      proprietary rights and processes as are necessary to the conduct of the
      Company’s business as now conducted and as presently proposed to be conducted
      (collectively, “Company Intellectual Property”) necessary for the conduct of its
      business as currently conducted; (b) to the Company’s knowledge, the use by the
      Company of any Company Intellectual Property used in the conduct of the
      Company’s business as currently conducted does not infringe on or otherwise
      violate the rights of any person; (c) the use of any licensed Company
      Intellectual Property by the Company is in accordance with applicable licenses
      pursuant to which the Company acquired the right to use such Company
      Intellectual Property and (d) to the knowledge of the Company, no person is
      challenging, infringing on or otherwise violating any right of the Company
      with
      respect to any Company Intellectual Property owned by and/or exclusively
      licensed to the Company.

    


    2.09 Compliance
      with Other Instruments.
      The
      Company is not in violation or default (a) of any provisions of its articles
      of
      incorporation or bylaws, (b) of any instrument, judgment, order, writ or decree,
      or (c) under any agreement to which it is a party or by which it is bound,
      or of
      any provision of federal or state statute, rule or regulation applicable to
      the
      Company, the violation of which would have a Company Adverse Effect.


    


    2.10 Absence
      of Liens.
      The
      property and assets that the Company owns are free and clear of all mortgages,
      deeds of trust, liens, loans and encumbrances, except for statutory liens for
      the payment of current taxes that are not yet delinquent and encumbrances and
      liens that arise in the ordinary course of business and do not materially impair
      the Company’s ownership or use of such property or assets. With respect to the
      property and assets it leases, the Company is in compliance with such leases
      and, to its knowledge, holds a valid leasehold interest free of any liens,
      claims or encumbrances other than those of the lessors of such property or
      assets.

    


    2.11 Tax
      Returns and Payments.
      There
      are no federal, state, county, local or foreign taxes dues and payable by the
      Company which have not been timely paid. There are no accrued and unpaid
      federal, state, country, local or foreign taxes of the Company which are due,
      whether or not assessed or disputed. There have been no examinations or audits
      of any tax returns or reports by any applicable federal, state, local or foreign
      governmental agency. The Company has duly and timely filed all federal, state,
      county, local and foreign tax returns required to have been filed by it and
      there are in effect no waivers of applicable statutes of limitations with
      respect to taxes for any year.


    
      
         

      

      
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    2.12 Permits.
      The
      Company has all franchises, permits, licenses and any similar authority
      necessary for the conduct of its business, the lack of which could reasonably
      be
      expected to have a Company Adverse Effect. The Company is not in default in
      any
      material respect under any of such franchises, permits, licenses or other
      similar authority.

    


    2.13 No
      Brokers or Finders.
      No
      person
      other than Ladenburg Thalman & Co. Inc. has or will have, as a result of the
      transactions contemplated by this Agreement, any right, interest or valid claim
      against or upon the Company for any commission, fee or other compensation as
      a
      finder or broker because of any act or omission by the Company or any agent
      of
      the Company.

    


    2.14 SEC
      Reports; Financial Statements.
      The
      Company has filed all required registration statements, prospectuses, reports,
      schedules, forms, statements and other documents required to be filed by it
      with
      the SEC (the “SEC Reports”) since November 2006. The information contained or
      incorporated by reference in the SEC Reports was true and correct in all
      material respects as of the respective dates of the filing thereof with the
      SEC
      (or if amended or superseded by a filing prior to the date of this Agreement,
      then on the date of such filing); and, as of such respective dates, the SEC
      Reports did not contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. All of the SEC Reports, as of their respective dates, complied
      as to form in all material respects with the applicable requirements of the
      Securities Act and the Exchange Act and the rules and regulations promulgated
      thereunder. The financial statements of the Company included in the SEC Reports
      (collectively, the “Financial Statements”) fairly present in all material
      respects the consolidated financial position of the Company and its Subsidiaries
      as of the dates indicated, and the results of its operations and cash flows
      for
      the periods therein specified, all in accordance with United States generally
      accepted accounting principles applied on a consistent basis (“GAAP”) throughout
      the periods therein specified (except as otherwise noted therein, and in the
      case of quarterly financial statements except for the absence of footnote
      disclosure and subject, in the case of interim periods, to normal year-end
      adjustments). Except as disclosed in the SEC Reports, the Company and its
      Subsidiaries have not incurred any liabilities that are of a nature that would
      be required to be disclosed on a balance sheet of the Company and its
      Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other
      than (i) liabilities incurred in the ordinary course of business since October
      1, 2006, and (ii) liabilities that would not reasonably be expected to have
      a
      Company Material Adverse Effect. 

    


    2.15 Absence
      of Changes.
      Since
      March 30, 2008, there have not been any changes, circumstances, conditions
      or
      events which individually or in the aggregate have had or would reasonably
      be
      expected to have a Company Material Adverse Effect.

    


    2.16. Officers’
      Conversion of Debt.
      Immediately prior to the execution of this Agreement, all officers, directors,
      managers and affiliates of the Company who had outstanding loans to the Company
      converted all such loans into the same Debentures and each such persons has
      executed an Investors Rights Agreement with the same “lockup” provision to which
      the undersigned has agreed. 

    


    3. Investor
      Representations, Warranties and Covenants.
      The
      undersigned hereby acknowledges, represents and warrants to, and agrees with
      the
      Company as follows as of the date hereof:

    


    (a) The
      undersigned is acquiring the Debenture for the undersigned’s own account as
      principal, for investment purposes only, and not with a view to, or for, resale
      or distribution of all or any part of the Debenture or any shares of the
      Company’s Common Stock, par value $0.01 per share, issued upon conversion of the
      Debenture (the “Underlying Shares”)(the “Debenture and the Underlying Shares are
      collectively referred to herein as the “Securities”), and no other person has a
      direct or indirect beneficial interest in the Securities;


    
      
         

      

      
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    (b) The
      undersigned acknowledges its understanding that the offering and sale of the
      Debentures is intended to be exempt from registration under the Securities
      Act
      of 1933, as amended (the “Securities Act”), by virtue of Sections 4(2) of the
      Securities Act and Rule 505 of Regulation D (“Regulation D”) promulgated
      thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof,
      the undersigned represents and warrants to and agrees with the Company that
      the
      undersigned has the financial ability to bear the economic risk of the
      undersigned’s investment, has adequate means for providing for the undersigned’s
      current needs and contingencies and has no need for liquidity with respect
      to
      the undersigned’s investment in the Debenture.

    


    (c) The
      undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation
      D under the Securities Act; 

    


    (d) The
      undersigned:

    


    (1) The
      undersigned understands and has evaluated the risks of a purchase of the
      Debenture;

    


    (2) has
      been
      given the opportunity to ask questions of and receive answers from the Company
      concerning the terms and conditions of the offering of the Debentures, and
      has
      been given the opportunity to obtain such information as the undersigned has
      deemed necessary regarding the Company, the Debenture or the Underlying Shares
      to the extent that the Company possesses such information or can acquire it
      without unreasonable effort;

    


    (3) has
      not
      relied on any oral representation, warranty or information in connection with
      the offering of the Debentures by the Company, or any officer, employee, agent
      or affiliate of the Company;

    


    (4) has
      determined that the Debenture is a suitable investment for the undersigned
      and
      that at this time the undersigned can bear a complete loss of the undersigned’s
      investment therein;

    


    (5) has
      such
      knowledge and experience in financial and business matters that the undersigned
      is capable of evaluating the merits and risks of the undersigned’s investment in
      the Debenture;

    


    (e)If
      the
      undersigned is a corporation, limited liability company, partnership, trust,
      qualified plan or other entity, it is authorized and qualified to become a
      holder of the Securities, and the person signing this Subscription Agreement
      on
      behalf of such entity has been duly authorized to do so;

    


    (f) Any
      information which the undersigned has heretofore furnished and herewith
      furnishes to the Company with respect to the undersigned’s financial position
      and business experience is correct and complete as of the date of this Agreement
      and if there should be any material change in such information prior to issuance
      to the undersigned of the Debenture, the undersigned will immediately furnish
      such revised or corrected information to the Company;


    
      
         

      

      
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    (g) The
      foregoing acknowledgments, representations, warranties and agreements shall
      survive the closing at which the Debenture is issued;

    


    (h) The
      undersigned acknowledges that the undersigned has not purchased the Debenture
      as
      a result of any general solicitation or general advertising; and 

    


    (i) The
      undersigned’s overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned’s net worth, and the undersigned’s
      investment in the Debenture and will not cause such overall commitment to become
      excessive.

    


    4. Investor
      Awareness.
      The
      undersigned acknowledges that:

    


    (a) No
      federal or state agency has passed upon the Securities or made any finding
      or
      determination as to the fairness of this investment;

    


    (b) There
      is
      no established market for the Securities of and no assurance has been given
      that
      any public market for them will develop;

    


    (c) The
      Securities may not be sold, pledged or otherwise transferred, except as may
      be
      permitted under the Securities Act and applicable state securities laws pursuant
      to registration or exemption therefrom; and accordingly, the undersigned may
      be
      required to bear the financial risks of an investment in the Securities for
      an
      indefinite period of time;

    


    (d) The
      undersigned consents to (i) the placing of a legend substantially in the form
      set forth below on the certificates representing the Underlying Shares stating
      that the Underlying Shares have not been registered and setting forth the
      restriction on transfer contemplated hereby, and (ii) the placing of a stop
      transfer order on the books of the Company with respect to the
      Securities.

    


    “The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended. These shares have been acquired for
      investment and not with a view to distribution or resale and may not be sold,
      mortgaged, pledged, hypothecated or otherwise transferred without an effective
      registration statement for such sales under the Securities Act of 1933, or
      an
      opinion of counsel for the corporation that registration is not required under
      such Act. 

    


    The
      shares represented by this certificate are also subject to the provisions of
      a
      certain Investor Rights Agreement dated ___________, 2008 and may not be
      transferred except in accordance with the provisions of that
      agreement.”

     

    5. Miscellaneous.

    


    (a) Indemnity
      by Investor.
      The
      investor agrees to indemnify and hold harmless the Company, its affiliates,
      directors, officers, employees, agents and controlling persons (the Company
      and
      each such person being a “Company Indemnified Party”), from and against any and
      all losses, claims, damages, liabilities and expenses whatsoever (including,
      but
      not limited to, any and all expenses whatsoever reasonably incurred
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever), joint or several, as incurred, to which
      such Company Indemnified Party may become subject under any applicable United
      States federal or state law or the laws of any other domestic or foreign
      jurisdiction, or otherwise, and related to or arising out of or based upon
      any
      false representation, warranty or acknowledgment, or breach or failure by the
      undersigned to comply with any covenant or agreement made by the undersigned
      herein or in any other document furnished by the undersigned to any of the
      foregoing in connection with this transaction.


    
      
         

      

      
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    (b) Indemnity
      by the Company.
      The
      Company agrees to indemnify and hold harmless the undersigned, its affiliates,
      directors, officers, employees, agents and controlling persons (the undersigned
      and each such person being an “Investor Indemnified Party”), from and against
      any and all losses, claims, damages, liabilities and expenses whatsoever
      (including, but not limited to, any and all expenses whatsoever reasonably
      incurred investigating, preparing or defending against any litigation commenced
      or threatened or any claim whatsoever), joint or several, as incurred, to which
      such Investor Indemnified Party may become subject arising out of or resulting
      from (1) any inaccuracy or breach of the Company’s representations and
      warranties in this Agreement or (2) the Company’s breach of agreements or
      covenants made by the Company in this Agreement or (3) any action, suit,
      proceeding or investigation by any governmental entity or any other person
      relating to this Agreement or the transactions contemplated hereby.

    


    (c) Modification.
      Except
      as otherwise provided herein, neither this Agreement nor any provisions hereof
      shall be modified, discharged or terminated except by an instrument in writing
      signed by the party against whom any waiver, change, discharge or termination
      is
      sought.

    


    (d) Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their heirs, executors, administrators,
      successors, legal representatives and assigns. If the undersigned is more than
      one person, the obligation of the undersigned shall be joint and several and
      the
      agreements, covenants, representations, warranties and acknowledgments herein
      contained shall be deemed to be made by and be binding upon each such person
      and
      his heirs, executors, administrators and successors.

    


    (e) Entire
      Agreement.
      This
      instrument contains the entire agreement of the parties and there are no
      representations, warranties, acknowledgments, covenants or other agreements
      except as stated or referred to herein.

    


    (f) Assignability.
      This
      Agreement is not transferable or assignable by the undersigned.

    


    (g) Governing
      Law and Forum.
      Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto,
      all
      the terms and provisions hereof shall be construed in accordance with and
      governed by the laws of the Commonwealth of Massachusetts, without giving effect
      to its conflict of law principles. Any dispute which may arise out of or in
      connection with this Agreement shall be adjudicated before a court located
      in
      Middlesex County, Massachusetts and the parties hereby submit to the exclusive
      jurisdiction of the courts of the Commonwealth of Massachusetts located in
      Boston, Massachusetts and of the federal courts in Boston, Massachusetts 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 Shares,
      and
      the undersigned consents 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 Company. In the event any such action is
      brought, whether at law or in equity, then the prevailing party shall be paid
      its reasonable attorney's fees, expenses and disbursements arising out of such
      action. The undersigned hereby waives trial by jury in any action or proceeding
      involving, directly or indirectly, any matter (whether sounding in tort,
      contract, fraud or otherwise) in any way arising out of or in connection with
      this Agreement or the Holder’s purchase of the Shares.


    
      
         

      

      
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    (h) Expenses
      and Other Rights.
      The
      Company shall pay reasonable out-of-pocket fees and expenses up to $15,000
      incurred by the undersigned in connection with the Transaction
      Agreements.
      The
      Company agrees that if it enters into an agreement in connection with the
      Debentures with another investor that provides for a material economic benefit
      or material right that is not provided to the undersigned in the Transaction
      Agreements, the undersigned shall be automatically entitled to such material
      economic benefit or right without the execution of any amendment to the
      Transaction Agreements.

    


    


    [The
      balance of this page has been intentionally left blank.]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement on this ___ day
      of
      _____, 2008.

    


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

            
	 	 	 
	
              1.

            	
              ___

            	
              Individual

            
	
              2.

            	
              ___

            	
              Joint
                Tenants With Right of Survivorship

            
	
              3.

            	
              ___

            	
              Community
                Property

            
	
              4.

            	
              ___

            	
              Tenants
                in Common

            
	
              5.

            	
              ___

            	
              Married
                with Separate Property

            


    

    


    EXECUTION
      BY NATURAL PERSONS

     

    


    


    
      
        

      

    

    Exact
      Name(s) in Which Title is to be Held

    (If
      Joint
      Tenant or Tenants in Common, both persons must

    sign
      and
      this page must contain all information for both persons).

     

    


    


    
      	
              ___________________________________

            	 	
              ___________________________________

            
	
              Signature

            	 	
              Signature
                

            
	 	 	 
	
              ___________________________________

               

            	 	
              ___________________________________

               

            
	
              Name
                (Please Print)

            	 	
              Name
                (Please Print)

            
	 	 	 
	
              __________________________________

            	 	
              __________________________________

            
	
              Residence:
                Number and Street

            	 	
              Residence:
                Number and Street

            
	 	 	 
	
              ___________________________________

            	 	
              ___________________________________

            
	
              City,
                State, Zip Code

            	 	
              City,
                State, Zip Code

            
	 	 	 
	
              ___________________________________

            	 	
              ___________________________________

            
	
              Social
                Security Number

            	 	
              Social
                Security Number

            
	 	 	 
	
              ___________________________________

            	 	 
	
              Telephone
                Number

            	 	 
	 	 	 
	
              ___________________________________

            	 	 
	
              Email

            	 	 


    

    


    Accepted
      this ___ day of _____ 2008, on behalf of the Company

    


    


    GLENROSE
      INSTRUMENTS INC.

    


    By: __________________________

    


    Name: Anthony
      S. Loumidis

    Title: Chief
      Financial Officer


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    EXECUTION
      BY SUBSCRIBER THAT IS AN ENTITY

    


    (Corporation,
      Limited Liability Company, Partnership, Trust, Etc.)

    


    ______________________________________________

    Name
      of
      Entity (Please Print)

    


    


    Date
      of
      Incorporation or Organization: _____________________________________________________

     

    State
      of
      Principal Offices: ______________________________________________________________

     

    Federal
      Taxpayer Identification Number: ___________________________________________________

     

    


    
      	 	
              By:

            	
              __________________________________

            
	 	 	 
	 	
              Title:
                

            	
              __________________________________

            
	 	 	 
	 	
              Address:

            	
              __________________________________

            
	 	 	 
	 	_________________________________________
	 	 	 
	 	_________________________________________
	 	 	 
	 	_________________________________________
	 	Taxpayer
              Identification Number


    

    


    Accepted
      this ___ day of _____ 2008, on behalf of the Company

    


    


    GLENROSE
      INSTRUMENTS INC.

    


    


    By:
      ___________________________

    


    Name: Anthony
      S. Loumidis

    Title: Chief
      Financial Officer

    



    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    ACCREDITED
      INVESTOR QUESTIONNAIRE

    


    Please
      check the box below that best characterizes the person or entity subscribing
      for
      the Shares under the terms of the foregoing Subscription Agreement.

     

     

    
      	 	o	
              Any
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse, at the time of his purchase exceeds US
                $1,000,000;

            


    

     

    
      	 	o	
              Any
                natural person who had an individual income in excess of $200,000
                in each
                of the two most recent years or joint income with that person’s spouse in
                excess of $300,000 in each of those years and has a reasonable expectation
                of reaching the same income level in the current
                year;

            


    

     

    
      	 	o	
              Any
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                a corporation, a Massachusetts or similar business trust or a partnership,
                in each case, not formed for the purpose of this investment, with
                total
                assets in excess of US $5,000,000;

            


    

     

    
      	 	o	
              Any
                director, executive officer, or general partner of the issuer of
                the
                securities being offered or sold, or any director, executive officer,
                or
                general partner of a general partner of that
                issuer;

            


    

     

    
      	 	o	
              Any
                trust with total assets in excess of US $5,000,000, not formed for
                the
                specific purpose of acquiring the securities offered, whose purchase
                is
                directed by a sophisticated person as described in Rule 506(b)(2)(ii)
                of
                the Securities Act of 1933;

            


    

     

    
      	 	o	
              Any
                entity in which all of the equity owners are accredited
                investors;

            


    

     

    
      	 	o	
              Any
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of
                1940;

            


    

     

    
      	 	o	
              Any
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958;

            


    

     

    
      	 	o	
              Any
                investment company registered under the Investment Company Act of
                1940 or
                a business development company as defined in Section 2(a)(48) of
                that
                Act;

            


    

     

    
      	 	o 	
              Any
                bank as defined in Section 3(a)(2) or a savings and loan association
                or
                other institution defined in Section 3(a)(5)(A) of the Securities
                Act of
                1933 acting in either an individual or fiduciary
                capacity;

            


    

     

    
      	 	o	
              Any
                insurance company as defined in Section 2(13) of the Securities Act
                of
                1933;

            


    

     

    
      	 	o	
              Any
                employee benefit plan within the meaning of Title I of the Employee
                Retirement Income Security Act of 1974 whose investment decision
                is made
                by a fiduciary which is either a bank, savings and loan association,
                insurance company, or registered investment advisor, or whose total
                assets
                exceed US $5,000,000, or, if a self-directed plan, a plan whose investment
                decisions are made solely by persons who are accredited
                investors;

            


    

     

    
      	 	o	
              Any
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934; or

            


    

     

    
      	 	o	
              Any
                plan established and maintained by a state, its political subdivisions,
                or
                any agency or instrumentality of a state or its political subdivisions
                for
                the benefit of its employees, if such plan has total assets in excess
                of
                $5,000,000.

            


    

     

    
      	 	o 	
              None
                of the above.

            


    

    


    
      	
              Name
                of Subscriber:

            	
              _____________________________

            	 
	 	 	 
	
              Social
                Security Number / TIN:

            	
              _____________________________

            	 
	 	 	 


    

     

     

    
      
         

      

      
        11