SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page
to this Agreement (the “Subscriber”) in connection with its investment in MGT Capital Investments, Inc.,
a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”)
of up to One Million Three Hundred Fifty Thousand dollars ($1,350,000) of its shares of common stock, par value $0.001 per share
(“Shares”), at a purchase price of Three dollars ($3.00) per Share (the “Purchase Price”).


 


IMPORTANT
INVESTOR NOTICES


 


NO
OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS SUBSCRIPTION
AGREEMENT AND ANY SUPPLEMENTS HERETO AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.


 


THIS
AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED, DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN
THE RECIPIENT OR ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PERSON
WHO ACCEPTS DELIVERY OF THIS AGREEMENT, ACKNOWLEDGES AND AGREES TO THE FOREGOING RESTRICTIONS.


 


THIS
AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY,
OR AN INVESTMENT IN THE OFFERING. THIS AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS
FOR AN OFFERING REGISTERED UNDER THE SECURITIES ACT. YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS
OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING WHETHER TO INVEST IN THE OFFERING.


 


THIS
AGREEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF VARIOUS DOCUMENTS RELATING TO THE OPERATIONS OF THE COMPANY. THESE SUMMARIES
DO NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL DOCUMENTS.


 


THIS
AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
IS UNLAWFUL OR NOT AUTHORIZED. EACH PERSON WHO ACCEPTS DELIVERY OF THIS SUBSCRIPTION AGREEMENT AGREES TO RETURN IT AND ALL RELATED
DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.


 


NEITHER
THE DELIVERY OF THIS AGREEMENT AT ANY TIME NOR ANY SALE OF SECURITIES HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE INVESTOR (AND TO ITS REPRESENTATIVE,
ACCOUNTANT OR LEGAL COUNSEL, IF ANY) THE OPPORTUNITY, PRIOR TO ITS PURCHASE OF SHARES, TO ASK QUESTIONS OF AND RECEIVE ANSWERS
FROM THE COMPANY CONCERNING THE OFFERING AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR
CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. ALL
SUCH ADDITIONAL INFORMATION SHALL ONLY BE PROVIDED IN WRITING AND IDENTIFIED AS SUCH BY THE COMPANY THROUGH ITS DULY AUTHORIZED
OFFICERS AND/OR DIRECTORS ALONE; NO ORAL INFORMATION OR INFORMATION PROVIDED BY ANY BROKER OR THIRD PARTY MAY BE RELIED UPON.


 




    	 



    	 



    

 


NO
REPRESENTATIONS, WARRANTIES OR ASSURANCES OF ANY KIND ARE MADE OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN, IF ANY,
THAT MAY ACCRUE TO AN INVESTOR IN THE COMPANY.


 


THIS
AGREEMENT CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE COMPANY’S PERFORMANCE, STRATEGY, PLANS, OBJECTIVES, EXPECTATIONS,
BELIEFS AND INTENTIONS. THE OUTCOME OF THE EVENTS DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS IS SUBJECT TO SUBSTANTIAL RISKS,
AND ACTUAL RESULTS COULD DIFFER MATERIALLY. THE SECTIONS ENTITLED “EXECUTIVE SUMMARY,” “RISK FACTORS,”
AND “DESCRIPTION OF BUSINESS,” IN ANY SEC FILING OR REPORT, AS WELL AS THIS AGREEMENT GENERALLY, CONTAINS DISCUSSIONS
OF SOME OF THE FACTORS THAT COULD CONTRIBUTE TO THESE DIFFERENCES.


 


THIS
SUBSCRIPTION AGREEMENT AND THE SEC FILINGS AND REPORTS INCLUDE DATA OBTAINED FROM INDUSTRY PUBLICATIONS AND REPORTS, WHICH THE
COMPANY BELIEVES TO BE RELIABLE SOURCES; HOWEVER, NEITHER THE ACCURACY NOR COMPLETENESS OF THIS DATA IS GUARANTEED. WE HAVE NEITHER
INDEPENDENTLY VERIFIED THIS DATA NOR SOUGHT THE CONSENT OF SUCH SOURCES TO REFER TO THEIR REPORTS IN THIS SUBSCRIPTION AGREEMENT.


 


THE
OFFERING PRICE OF THE SHARES HAS BEEN DETERMINED ARBITRARILY. THE PRICE OF THE SHARES DOES NOT NECESSARILY BEAR ANY RELATIONSHIP
TO THE ASSETS, EARNINGS OR BOOK VALUE OF THE COMPANY, OR TO POTENTIAL ASSETS, EARNINGS, OR BOOK VALUE OF THE COMPANY. THERE IS
NO ACTIVE TRADING MARKET IN THE COMPANY’S COMMON STOCK AND THERE CAN BE NO ASSURANCE THAT AN ACTIVE TRADING MARKET IN ANY
OF THE COMPANY’S SECURITIES WILL DEVELOP OR BE MAINTAINED. A LIMITED NUMBER OF SHARES OF COMMON STOCK MAY BE ELIGIBLE FOR
TRADING PRIOR TO REGISTRATION OF THE SECURITIES SOLD IN THE OFFERING, AND SUCH REGISTRATION MAY BE DELAYED IN CERTAIN CIRCUMSTANCES.
THE PRICE OF SHARES QUOTED ON THE NYSE MKT MAY BE IMPACTED BY A LACK OF LIQUIDITY OR AVAILABILITY OF SHARES FOR PUBLIC SALE AND
ALSO WILL NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE OR POTENTIAL PROSPECTS OF THE COMPANY OR APPLICABLE
QUOTED OR TRADING PRICES THAT MAY EXIST FOLLOWING REGISTRATION OR THE LAPSE OF RESTRICTIONS ON THE SECURITIES SOLD PURSUANT TO
THE OFFERING OR OTHER RESTRICTIONS. SUCH PRICES SHOULD NOT BE CONSIDERED ACCURATE INDICATORS OF FUTURE QUOTED OR TRADING PRICES
THAT MAY SUBSEQUENTLY EXIST FOLLOWING.


 


THE
COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON OR FOR NO REASON.
THE COMPANY IS NOT OBLIGATED TO NOTIFY RECIPIENTS OF THIS SUBSCRIPTION AGREEMENT WHETHER ALL OF THE SHARES OFFERED HEREBY HAVE
BEEN SOLD.


 




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SUBSCRIBERS
MAY BE DEEMED TO BE IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION WITHIN THE MEANING OF THE UNITED STATES SECURITIES LAWS AND
REGULATIONS REGARDING A PUBLIC COMPANY. THIS AGREEMENT CONTAINS CONFIDENTIAL INFORMATION CONCERNING THE COMPANY, AND HAS BEEN
PREPARED SOLELY FOR USE IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN. ANY USE OF THIS INFORMATION FOR ANY PURPOSE OTHER THAN
IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY THROUGH THE OFFERING DESCRIBED HEREIN MAY
SUBJECT THE USER TO CIVIL AND/OR CRIMINAL LIABILITY. THE RECIPIENT, BY ACCEPTING THIS SUBSCRIPTION AGREEMENT, AGREES NOT TO: (I)
DISTRIBUTE OR REPRODUCE THIS SUBSCRIPTION AGREEMENT, IN WHOLE OR IN PART, AT ANY TIME, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY; (II) TO KEEP CONFIDENTIAL THE EXISTENCE OF THIS DOCUMENT AND THE INFORMATION CONTAINED HEREIN OR MADE AVAILABLE IN CONNECTION
WITH ANY FURTHER INVESTIGATION OF THE COMPANY; AND (III) REFRAIN FROM TRADING IN THE PUBLICLY-TRADED SECURITIES OF THE COMPANY
OR ANY OTHER RELEVANT COMPANY FOR SO LONG AS SUCH RECIPIENT IS IN POSSESSION OF THE MATERIAL NON-PUBLIC INFORMATION CONTAINED
HEREIN. SUBSCRIBERS ARE ADVISED THAT THEY SHOULD SEEK THEIR OWN LEGAL COUNSEL PRIOR TO EFFECTUATING ANY TRANSACTIONS IN THE PUBLICLY
TRADED COMPANY’S SECURITIES.


 


FOR
RESIDENTS OF ALL STATES


 


THIS
OFFERING IS BEING MADE SOLELY TO “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED IN RULE 501 OF REGULATION D UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OR THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED
BY SECTION 4(2) THEREUNDER AND REGULATION D (RULE 506) OF THE SECURITIES ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES
LAWS.


 


THE
SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD
BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”),
ANY STATE SECURITIES COMMISSION OR ANY 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 THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.


 


PROSPECTIVE
INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS AGREEMENT AS INVESTMENT, LEGAL, BUSINESS, OR TAX ADVICE. EACH INVESTOR SHOULD
CONTACT HIS, HER OR ITS OWN ADVISORS REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF, WHICH
MAY DIFFER DEPENDING ON AN INVESTOR’S PARTICULAR FINANCIAL SITUATION. IN NO EVENT SHOULD THIS AGREEMENT BE DEEMED OR CONSIDERED
TO BE TAX ADVICE PROVIDED BY THE COMPANY.


 


FOR
FLORIDA RESIDENTS ONLY


 


THE
SHARES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA
SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS
SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH
SUBSCRIBER TO THE COMPANY, AN AGENT OF THE COMPANY, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE
IS COMMUNICATED TO SUCH SUBSCRIBER, WHICHEVER OCCURS LATER.


 




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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 Shares indicated on page 14 hereof on the terms and conditions described herein.


 


(b) Purchase
of Shares. The Subscriber understands and acknowledges that the Purchase Price to be remitted to the Company in exchange for
the Shares shall be set at Three Dollars ($3.00) per Share, for an aggregate purchase price as set forth on page 14 hereof (the
“Aggregate Purchase Price”). The Subscriber’s delivery of this Agreement to the Company shall be accompanied
by payment for the Shares subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately available
funds delivered to Sichenzia Ross Friedman Ference LLP, as escrow agent (the “Escrow Agent”) and in accordance
with the wire instructions set forth on Exhibit A attached hereto. Notwithstanding anything to the contrary herein, the Aggregate
Purchase Price and the Shares shall be held by the Escrow Agent, in accordance with the terms of the Escrow Agreement dated as
of the date hereof, until such time as the Company’s listing application on NASDAQ is approved, or the Company’s continued
listing on the NYSE is approved. 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) Acceptance
or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations
and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company
relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally
bound to purchase the Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon
the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations
and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged
prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion,
elect not to purchase the Shares and receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands
and agrees that the Company reserves the right to reject this subscription for Shares in whole or part in any order at any time
prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s
subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company;
or (ii) the election not to purchase the Shares by the Subscriber, this Agreement and any other Transaction Documents shall thereafter
be terminated and have no force or effect, and the parties shall take all steps to ensure that the Aggregate Purchase Price shall
promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.


 


(b) Closing.
The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall take place at the Company’s
offices or such other place as determined by the Company and may take place in one of more closings. Closings shall take place
on a Business Day promptly following the satisfaction of the conditions set forth in Section 7 below, as determined by the Company
(the “Closing Date”). “Business Day” shall mean from the hours of 9:00 a.m. (Eastern Time)
through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday or other day on which commercial banks in New York, New
York are authorized or required to be closed. The Shares purchased by the Subscriber will be delivered by the Company promptly
following the Closing Date of the Offering.


 


(c) Following
Acceptance or Rejection. The Subscriber acknowledges and agrees that this Agreement and any other documents delivered in connection
herewith will be held by the Company. In the event that this Agreement is not accepted by the Company for whatever reason, which
the Company expressly reserves the right to do, this Agreement, the Aggregate Purchase Price received (without interest thereon)
and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as
set forth in this Agreement.


 




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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, except as may be limited
by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement
of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or law).


 


(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 Shares for a fixed or determinable period in the future,
or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.


 


(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 Shares 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 Shares.


 


(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 Shares. If other than an individual, the Subscriber also represents it
has not been organized solely for the purpose of acquiring the Shares.


 


(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 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, 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.


 




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(d) The
Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Shares, and fully understands
that the Shares are a speculative investment that involves a high degree of risk of loss of the Subscriber’s entire investment.
Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk Factors”
in the Company’s SEC Filings, which risk factors are incorporated herein by reference


 


(e) The
Subscriber will not sell or otherwise transfer any Shares 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 Shares 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 Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities
Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are
met. The Subscriber understands that any sales or transfers of the Shares are further restricted by state securities laws and
the provisions of this Agreement.


 


(f) No
oral or written representations or warranties have been made, or information furnished, to the Subscriber or its Advisors, if
any, by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries in connection
with the Offering, other than any representations of the Company contained herein, and in subscribing for the Shares, the Subscriber
is not relying upon any representations other than those contained herein.


 


(g) 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 Shares will not cause such overall commitment to become excessive.


 


(h) The
Subscriber understands and agrees that the certificates for the Shares shall bear substantially the following legend until (i)
such Shares 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 acceptable to the Subscriber, such Shares 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 “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT
OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 


(i) Neither
the SEC nor any state securities commission has approved the Shares or passed upon or endorsed the merits of the Offering. There
is no government or other insurance covering any of the Shares.


 




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(j) 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.


 


(k) (i) In
making the decision to invest in the Shares the Subscriber has relied solely upon the information provided by the Company in the
Transaction Documents. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional
advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Shares hereunder.
The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s
consideration of an investment in the Shares other than the Transaction Documents. 


 


(ii) The
Subscriber represents and warrants that: (i) the Subscriber was contacted regarding the sale of the Shares by the Company (or
an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and
(ii) no Shares were offered or sold to it by means of any form of general solicitation or general advertising, and in connection
therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in
a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available;
or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or
general advertising; or (C) observe any website or filing of the Company with the SEC in which any offering of securities by the
Company was described and as a result learned of any offering of securities by the Company.


 


(l) 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.


 


(m) The
Subscriber is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic
and related considerations of an investment in the Shares, and the Subscriber has relied on the advice of, or has consulted with,
only its own Advisors.


 


(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.


 


(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.


 




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(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 for any reason.


 


(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 the Subscriber’s Aggregate Purchase Price tendered hereunder.


 


(s) The
Subscriber is, and on each date on which the Subscriber continues to own restricted Shares from the Offering will be, an “Accredited
Investor” as defined in Rule 501(a) under the Securities Act. In general, an “Accredited Investor” is deemed
to be an institution with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding such
person’s residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.


 


(t) The
Subscriber, either alone or together with its representatives, 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 Shares and, at the present time, is able to afford a
complete loss of such investment.


 


(u) The
Subscriber has reviewed, or had an opportunity to review, all of the SEC Filings (as defined below), and all “Risk Factors”
and “Forward Looking Statements” disclaimers contained therein. In addition, the Subscriber has reviewed and acknowledges
it has such knowledge, sophistication, and experience in securities matters.


 


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 is a corporation duly organized, validly existing and in good standing under the laws of the
state of Delaware. The Company is duly qualified to do business, and is in good standing in the states required due to (a) the
ownership or lease of real or personal property for use in the operation of the Company’s business or (b) the nature of
the business conducted by the Company. The Company has all requisite power, right and authority to own, operate and lease its
properties and assets, to carry on its business as now conducted, to execute, deliver and perform its obligations under this Agreement
and the other Transaction Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby.
All actions on the part of the Company and its officers and directors necessary for the authorization, execution, delivery and
performance of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and
thereby, and the performance of all of the Company’s obligations under this Agreement and the other Transaction Documents
have been taken or will be taken prior to the Closing. This Agreement has been, and the other Transaction Documents to which the
Company is a party on the Closing will be, duly executed and delivered by the Company, and this Agreement is, and each of the
other Transaction Documents to which it is a party on the Closing will be, a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.


 




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(b) Issuance
of Shares. The Shares 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 and validly issued and will be fully paid and non-assessable.


 


(c) Authorization;
Enforcement. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company,
and the consummation of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without
the giving of notice or lapse of time, or both) of any provision of any law or any judgment, decree, order, regulation or rule
of any court, agency or other governmental authority applicable to the Company, (b) require any consent, approval or authorization
of, or declaration, filing or registration with, any person, (c) result in a default (with or without the giving of notice or
lapse of time, or both) under, acceleration or termination of, or the creation in any party of the right to accelerate, terminate,
modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is
a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any lien or encumbrance
upon the assets of the Company, or upon other securities of the Company, (e) conflict with or result in a breach of or constitute
a default under any provision of those certain articles of incorporation or those certain bylaws of the Company, or (f) invalidate
or adversely affect any permit, license, authorization or status used in the conduct of the business of the Company.


 


(d) SEC
Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber
through the EDGAR system true and complete copies of each of the Company’s Quarterly Reports on Form 10-Q, Annual Reports
on Form 10-K and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are
incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any
such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of
the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the
Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each
of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material
respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in
all material respects of the business of the Company and the Subsidiaries.


 


(e) No
Financial Advisor. The Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s
length purchaser with respect to the Shares 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 Shares. 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.


 


(f) 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 arising out of or based upon any representation or warranty of the
Company contained herein or in any document furnished by the Company to the Subscriber in connection herewith 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 in connection therewith; provided, however, that the Company’s liability shall not exceed the Subscriber’s
Aggregate Purchase Price tendered hereunder.


 




    	- 9 -



    	 



    

 


(g) Capitalization
and Additional Issuances. The authorized and outstanding capital stock of the Company on a fully diluted basis as of the date
of this Agreement and the Closing Date (not including the Shares) are set forth in the SEC Filings. Except as set forth in the
SEC Filings, there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible
into or exchangeable for or giving any right to subscribe for any shares of capital stock or other equity interest of the Company
or any of the Subsidiaries.


 


(h) Private
Placements. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 3, no registration
under the Securities Act is required for the offer and sale of the Shares by the Company to the Subscribers as contemplated hereby.


 


(i) Investment
Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Shares 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.


 


5. OTHER
AGREEMENTS OF THE PARTIES


 


 (a) Furnishing
of Information. As long as any Subscriber owns Shares, the Company covenants to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant
to the Exchange Act. As long as any Subscriber owns Shares, if the Company is not required to file reports pursuant to the Exchange
Act, it will prepare and furnish to the Subscribers and make publicly available in accordance with Rule 144(c) under the Securities
Act such information as is required for the Subscribers to sell the Shares under Rule 144. The Company further covenants that
it will take such further action as any holder of Shares may reasonably request, all to the extent required from time to time
to enable such person to sell such Shares without registration under the Securities Act within the limitation of the exemptions
proved by Rule 144 under the Securities Act. As it pertains to the foregoing, the Company agrees and covenants that it will accept
opinions from counsel acceptable to the Subscriber, in Subscriber’s sole discretion, that such Shares may be sold without
registration under the Securities Act.


 


 (b) Securities
Laws Disclosure; Publicity. The Company shall not publicly disclose the name of any Subscriber, or include the name of any
Subscriber in any filing with the SEC or any regulatory agency, without the prior written consent of such Subscriber, except as
required by federal securities law. 


 


6. 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 Subscriber 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 Closing Date.


 




    	- 10 -



    	 



    

 


 7. MISCELLANEOUS PROVISIONS




 


(a) All
parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue of
the fact that such 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 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.


 


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


 


(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 its primary office (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 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 hereof 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 Subscriber.


 


(h) Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by both (a)
the Company and (b) Subscribers in the Offering holding a majority of the Shares issued in the Offering then held by the original
Subscribers.


 


(i) This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles.


 


(j) The
Company and the Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this
Agreement shall be adjudicated before a court located in the City of New York, Borough of Manhattan, and they hereby submit to
the exclusive jurisdiction of the federal and state courts of the State of New York located in the City of New York, Borough of
Manhattan 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, postage prepaid, in care of the address set forth herein or such other address as
either party shall furnish in writing to the other.


 


(k) WAIVER
OF JURY TRIAL. 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.


 


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


 


[Signature
Pages Follow]


 




    	- 11 -



    	 



    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of _____, 2016.


 


	 	x
    $3.00 for each Share =	 
	Shares
    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	 	 	 


 


ALTERNATIVE
DISTRIBUTION INFORMATION


 


To
direct distribution to a party other than the registered owner, complete the information below.


 


YOU MUST COMPLETE THIS SECTION
IF THIS IS AN IRA INVESTMENT.


 


Name
of Firm (Bank, Brokerage, Custodian):


 


Account
Name:


 


Account
Number:


 


Representative
Name:


 


Representative
Phone Number:


 


Address:


 


City,
State, Zip:


 




    	- 12 -



    	 



    

 


IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE 15.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 16.


 


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)
	 
	ACCEPTED
    this ___ day of _________ 2016, on behalf of the Company.


 


	 	By:	                                        
	 	Title:	 
	 	Name:	 


 


[SIGNATURE
PAGE FOR SUBSCRIPTION AGREEMENT]


 




    	- 13 -



    	 



    

 


EXECUTION
BY SUBSCRIBER WHICH IS AN ENTITY


(Corporation,
Partnership, LLC, 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)	 


 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	[seal]	 	 	 	 
	 	 	 	 	 
	Attest:	 	 	 	 
	 	(If
    Entity is a Corporation)	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Address	 


 


ACCEPTED
this ____ day of __________ 2016, on behalf of the Company.


 


	 	By:
    	                                      
	 	Name:	 
	 	Title:	 


 


[SIGNATURE
PAGE FOR SUBSCRIPTION AGREEMENT]


 




    	- 14 -



    	 



    

 


INVESTOR
QUESTIONNAIRE


 


Instructions:
Check all boxes below which correctly describe you.


 


	[  ]	You
    are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
    (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether
    acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities
    Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section
    2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended
    (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48)
    of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration
    under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and
    maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions,
    for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan
    within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1)
    the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Shares”),
    is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance
    company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you
    shall subscribe for and purchase the Securities is made solely by persons or entities that are accredited investors, as defined
    in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed
    plan and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are
    accredited investors.
	 	 
	[  ]	You
    are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
	 	 
	[  ]	You
    are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”),
    a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose
    of making an investment in the Shares and its underlying securities in excess of $5,000,000.
	 	 
	[  ]	You
    are a director or executive officer of the Company.
	 	 
	[  ]	You
    are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence)
    at the time of your subscription for and purchase of the Shares.
	 	 
	[  ]	You
    are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income
    with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching
    the same income level in the current year.
	 	 
	[  ]	You
    are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares and whose
    subscription for and purchase of the Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation
    D.
	 	 
	[  ]	You
    are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs.


 




    	- 15 -



    	 



    

 


Check
all boxes below which correctly describe you.





 


With
respect to this investment in the Shares, your:


 


	 	Investment
    Objectives: 	[  ]
    Aggressive Growth 	[  ]
    Speculation	 
	 	 	 	 	 
	 	Risk
    Tolerance: 	[  ]
    Low Risk 	[  ]
    Moderate Risk 	[  ]
    High Risk


 


Are
you associated with a FINRA Member Firm?  [  ] Yes [  ] No


 


Your
initials (Subscriber and co-Subscriber, if applicable) are required for each item below:


 


	____
    ____ 	I/We
    understand that this investment is not guaranteed.
	 	 
	____
    ____ 	I/We
    are aware that this investment is not liquid.
	 	 
	____
    ____ 	I/We
    are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this
    offering.
	 	 
	____
    ____ 	I/We
    confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to
    the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such
    as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential
    loss is limited to the amount invested, such loss is possible.)


 


The
Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its
execution of the Subscription Agreement pursuant to which it purchased the Shares.


 


	 	 	 
	Name
    of Subscriber [please print]	 	Name
    of Co- Subscriber [please print]
	 	 	 
	 	 	 
	Signature
    of Subscriber (Entities please provide signature of Subscriber’s duly authorized signatory.)	 	Signature
    of Co- Subscriber
	 	 	 
	 	 	 
	Name
    of Signatory (Entities only)	 	 
	 	 	 
	 	 	 
	Title
    of Signatory (Entities only)	 	 


 


[SIGNATURE
PAGE FOR INVESTOR QUESTIONNAIRE]


 




    	- 16 -



    	 



    

 


EXHIBIT
A


 


Wire
Instruction


 




    	- 17 -