Exhibit 10.1


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is made by and between Ominto, Inc. a Nevada corporation
(the “Company”), and the undersigned (“Subscriber”) as of the date this Subscription Agreement
is accepted by the Company, as set forth on the Company’s signature page hereto.


 


WHEREAS,
the Company desires to issue shares of its common stock, $0.001 par value per share (“Common Stock”), having
an aggregate purchase price of no more than USD Five Million Five Hundred Thousand ($5,500,000) (the “Maximum Amount”)
unless such amount is increased by the Board of Directors of the Company in its sole discretion, to persons who are not U.S. persons
under Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in a private
placement (the “Offering”) on the terms and conditions set forth herein, and Subscriber desires to acquire
the number of shares of Common Stock set forth on the signature page hereof; and


 


WHEREAS,
the Subscriber understands that the Offering is being made without registration of the Common Stock under the Securities Act,
or any securities law of any state of the United States or of any other jurisdiction, and is being made only to “accredited
investors” (as defined in Rule 501 of Regulation D under the Securities Act).


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby
agree as follows:


 


1. Subscription
for Shares.


 



(a) Subscription for Shares. Subject to the terms and
conditions hereinafter set forth, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such
number of shares of Common Stock as is set forth on the signature page hereof (the “Shares”) at a price
per Share equal to Four Dollars ($4.00), for an aggregate purchase price as set forth on the signature page hereof (the
“Purchase Price”), and the Company agrees to sell such Shares to Subscriber for the Purchase Price,
subject to the Company’s right, in its sole discretion, to reject this subscription, in whole or in part, at any time
prior to the Closing (as defined below). Subscriber acknowledges that Subscriber is not entitled to cancel, terminate or
revoke this Subscription Agreement. Subscriber further acknowledges that the Shares will be subject to restrictions on
transfer as set forth in this Subscription Agreement.


 


2.Terms
of Subscription.


 


(a) Payment.
Subscriber shall make payment for the Shares to an account designated by the Company in an amount equal to the Purchase
Price by wire transfer of immediately available funds at or prior to the Closing.


 



     


     


    

 


(b)Acceptance
of Subscription and Issuance of Shares. It is understood and agreed that the Company shall have the sole right, at its complete
discretion, to accept or reject this subscription, in whole or in part, for any reason and that the same shall be deemed to be
accepted by the Company only when it is signed by a duly authorized officer of the Company and delivered to the undersigned at
the Closing (as defined below). Subscriptions need not be accepted in the order received, and the Shares may be allocated among
subscribers. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to
issue any of the Shares to any person who is a resident of a jurisdiction in which the issuance of Shares to such person would
constitute a violation of the securities, “blue sky” or other similar laws.


 


(c)
Closing. The Offering may be consummated at such place (or by electronic transmission) as may be mutually agreed upon by
the parties at one or more closings (each, a “Closing”) to occur on a date as may be determined by the Company, at
a time as may be determined by the Company (each, a “Closing Date”). Subsequent closings may occur at the discretion
of the Company. A final Closing shall be held by the Company when the Company has and has accepted subscriptions for the Maximum
Amount, or at such other time and place as the Company may designate by notice to the undersigned.


 


(d) Closing
Deliverables. At the Closing: (i) Subscriber shall deliver the Purchase Price; and (ii) the Company shall deliver a
share certificate representing the Shares to Subscriber that bears an appropriate legend referring to the fact that the
Shares are subject to transfer restrictions as set forth in the Securities Act.


 


3.Representations
and Warranties of Subscriber.


 


Subscriber
represents and warrants to the Company that:


 


(a) Reliance
on Exemptions. Subscriber understands that the Shares are being offered and sold in reliance upon specific exemptions
from registration provided in the Securities Act, and upon exemptions from registration under State Securities Laws, and
acknowledges that the Offering has not been reviewed by the Securities and Exchange Commission or any state agency because it
is intended to be a nonpublic offering exempt from the registration requirements of the Securities Act and State Securities
Laws. Subscriber understands that the Company is relying upon, and intends that the Company rely upon, the truth and accuracy
of, and Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of Subscriber to
acquire the Shares. The Company may only make offers to sell the Shares to persons outside the United States in this Offering
and, if applicable, at the time any buy order is originated, the buyer is outside the United States. The undersigned has not
received an offer to purchase Shares inside the United States and will not originate a buy order inside the United States.
The undersigned has not received, and is not aware of, any advertisement in a publication with a general circulation in the
United States (as described in Rule 902 of Regulation S) that refers to the offering and sale of the Shares.


 



    	 	 - 2 -	 



     


    

 


(b)
Investment Purpose. The undersigned is not a U.S. person as defined under Rule 902 of Regulation S and the Shares are being
purchased for Subscriber’s own account, for investment purposes only and not for distribution or resale to others in contravention
of the registration requirements of the Securities Act. Subscriber agrees that it will not sell or otherwise transfer the Shares
unless they are registered under the Securities Act or unless an exemption from such registration is available under the Securities
Act and permitted by the certificate of incorporation of the Company. Subscriber has no contract, undertaking, agreement, or arrangement
with any person to sell, distribute, transfer, or pledge to such person or anyone else the Shares which Subscriber hereby subscribes
to purchase, or any interest therein, and Subscriber has no present plans to enter into any such contract, undertaking, agreement,
or arrangement. Subscriber agrees that the Company and its affiliates shall not be required to give effect to any purported transfer
of such Shares except upon compliance with the foregoing restrictions.


 


(c) Accredited
Investor. Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated
under the Securities Act, as amended to date, a summary of which is attached hereto as Exhibit A, and Subscriber
is able to bear the economic risk of any investment in the Shares and in the Company.


 


(d) Risk
of Investment. Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that: (i) an investment
in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing
in the Company and the Shares; (ii) transferability of the Shares is limited; and (iii) the Company may require substantial additional
funds to operate its business and there can be no assurance that the Offering will be completed.


 


(e) Use
of Proceeds. Subscriber understands that the net proceeds of the Offering will be used for operations of the Company and general
corporate purposes.


 


(f) Prior
Investment Experience. Subscriber understands the business in which the Company is engaged and has such knowledge and experience
in business and financial matters that Subscriber is capable of evaluating the merits and risks of the investment in the Shares.
Subscriber has prior investment experience, and Subscriber recognizes the highly speculative nature of this investment.


 



(g) Information and Non-Reliance.


 


(i)Subscriber
acknowledges that Subscriber has carefully reviewed this Subscription Agreement, which Subscriber acknowledges has been provided
to Subscriber. Subscriber has been given the opportunity to ask questions of, and receive answers from, the Company concerning
the terms and conditions of this Offering and the Subscription Agreement and to obtain such additional information, to the extent
the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy
of same as Subscriber reasonably desires in order to evaluate the investment. Subscriber understands the Subscription Agreement,
and Subscriber has had the opportunity to discuss any questions regarding the Subscription Agreement with Subscriber’s counsel
or other advisor. Notwithstanding the foregoing, the only information upon which Subscriber has relied is that set forth in the
Subscription Agreement and the results of independent investigation by Subscriber. Subscriber has received no representations
or warranties from the Company, its employees, agents or attorneys in making this investment decision other than as set forth
in the Subscription Agreement. Subscriber does not desire to receive any further information.


 



    	 	 - 3 -	 



     


    

 


(ii)The
Subscriber represents that it is not relying on (and will not at any time rely on) any communication (written or oral) of the
Company, as investment advice or as a recommendation to purchase the Shares, it being understood that information and explanations
related to the terms and conditions of the Shares and the Subscription Agreement shall not be considered investment advice or
a recommendation to purchase the Shares.


 


(iii)The
Subscriber confirms that the Company has not (i) given any guarantee or representation as to the potential success, return, effect
or benefit (either legal, regulatory, tax, financial, accounting or otherwise) an of investment in the Shares or (ii) made any
representation to the Subscriber regarding the legality of an investment in the Shares under applicable legal investment or similar
laws or regulations. In deciding to purchase the Shares, the Subscriber is not relying on the advice or recommendations of the
Company and the Subscriber has made its own independent decision that the investment in the Shares is suitable and appropriate
for the Subscriber.


 


(h) Tax
Consequences. Subscriber acknowledges that the Offering may involve tax consequences and that the contents of the Subscription
Agreement do not contain tax advice or information. Subscriber acknowledges that Subscriber must retain Subscriber’s own
professional advisors to evaluate the tax and other consequences of an investment in the Shares. Subscriber intends to acquire
the Shares without regard to tax consequences.


 


(i) Transfer
or Resale. The Subscriber is acquiring the Shares solely for the Subscriber’s own beneficial account, for
investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. Subscriber
understands that the Shares have not been registered under the Securities Act or the securities laws of any state and, as a
result thereof, are subject to substantial restrictions on transfer. Subscriber acknowledges that Subscriber may be precluded
from selling or otherwise disposing of the Shares for an indefinite period of time. Subscriber understands and hereby
acknowledges that the Company is under no obligation to register the Shares under the Securities Act. Subscriber consents
that the Company may, if it desires, permit the transfer of the Shares out of Subscriber’s name only when
Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state “blue
sky” laws.


 


(j) No
General Solicitation. Subscriber was not induced to invest in the Company or in the Shares by any form of general
solicitation or general advertising including, but not limited to, the following: (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or broadcast over the news or radio; (ii) any
seminar or meeting whose attendees were invited by any general solicitation or advertising; and (iii) any solicitation within
the United States.


 



    	 	 - 4 -	 



     


    

 



(k) Due Authorization; Enforcement. Subscriber has all requisite power and authority (and in the case of an
individual, capacity) to purchase and hold the Shares, to execute, deliver and perform Subscriber’s obligations under
this Subscription Agreement and when executed and delivered by Subscriber, this Subscription Agreement will constitute
legal, valid and binding agreements of Subscriber enforceable against Subscriber in accordance with their terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ and contracting parties’ rights generally, and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law).


 


(l)
Address. The residence address of Subscriber furnished by Subscriber on the signature page hereto is Subscriber’s
principal residence if Subscriber is an individual or its principal business address if it is a corporation, partnership, trust
or other entity.


 


(m)Compliance
with Laws. The Subscriber will comply with all applicable laws and regulations in effect in any jurisdiction in which the
Subscriber purchases or sells Shares and obtain any consent, approval or permission required for such purchases or sales under
the laws and regulations of any jurisdiction to which the Subscriber is subject or in which the Subscriber makes such purchases
or sales, and the Company shall have no responsibility therefore.


 


(n) Accuracy
of Representations and Warranties. The information set forth herein concerning Subscriber is true and correct. The Subscriber
understands that, unless the Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the
Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed
and confirmed as of the Closing, taking into account all information received by the Subscriber.


 


(o) Entity
Representation. If Subscriber is a corporation, partnership, trust or other entity, such entity further represents and warrants
that it was not formed for the purpose of investing in the Company.


 


4.Representations
and Warranties of the Company.


 


The
Company represents and warrants to Subscriber that:


 


(a) Organization.
The Company is organized and validly existing in good standing under the laws of the State of Nevada.


 



    	 	 - 5 -	 



     


    

  







(b) Due
Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform
its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement
will constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally, and except as enforceability may be subject to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares have been
duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly
issued, fully paid and nonassessable.


 


(c) Noncontravention.
The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not
conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by
which it or any of its properties are bound or (ii) the organizational documents of the Company.


 


5.Conditions
to Obligations of the Subscriber and the Company.


 


The
obligations of the Subscriber to purchase and pay for the Shares specified on the signature page hereof and of the Company to
sell the Shares are subject to the satisfaction at or prior to the Closing of the following conditions precedent:


 


(a)Representations
and Warranties. The representations and warranties of the Subscriber contained in Section 3 hereof and of the Company
contained in Section 4 hereof shall be true and correct as of the Closing in all respects with the same effect as though
such representations and warranties had been made as of the Closing.


 


6.Legends.


 


The
certificates representing the Shares sold pursuant to this Subscription Agreement will be imprinted with legends in substantially
the following form:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”). SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION
S PROMULGATED UNDER THE ACT (“REGULATION S”) IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT.


 


THE
SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”


 


and
other legend language that may be determined by the Company and its counsel from time to time.


 



    	 	 - 6 -	 



     


    

 


7.United
States Anti-Money Laundering Program. The Subscriber understands that the Company’s Board of Directors is required to
comply with applicable anti-money laundering provisions under the United States PATRIOT Act of 2001, as amended (the “USA
PATRIOT Act”). As a condition to acceptance of the Subscriber’s investment in the Company, the Subscriber makes
the representations and agreements set forth on Annex A attached hereto, and agrees to provide to the Company true and
correct copies of the applicable documentation pursuant to the requirements of Annex B. The Company reserves the right
to request such additional information as is necessary to verify the identity of the Subscriber and the underlying beneficial
owner of the Subscriber’s interest in the Company. In the event of delay or failure by the Subscriber to produce any information
required for verification purposes, the Company may refuse to accept a subscription or may cause the withdrawal of the Subscriber
from the Company.


 


8.Miscellaneous


 


(a) Notice.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Subscription
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on
file by the sending party); or (iii) one (1) business day after deposit with an overnight courier service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If
to the Company:
 


 


Ominto,
Inc.


1515
S. Federal Highway, Suite 307


Boca
Raton, FL 33432


Phone:
(561) 362-2393


E-mail:
mhansen@dublicorp.com


Attention:
Michael Hansen, CEO


 


with
a copy to:                   K&L Gates LLP


 


200
South Biscayne Boulevard


Suite
3900


Facsimile:(305)
359-3306


E-mail:
clayton.parker@klgates.com


Attention:Clayton
E. Parker, Esq.


 


If
to Subscriber, to its residence address (or mailing address, if different) and facsimile number set forth at the end of this Subscription
Agreement, or to such other address and/or facsimile number and/or to the attention of such other person as specified by written
notice given to the Company five (5) calendar days prior to the effectiveness of such change.


 






    	 	 - 7 -	 



     


    

 


(b) Entire
Agreement; Amendment. This Subscription Agreement, which includes the exhibits referred to herein, supersedes all other prior
oral or written agreements between Subscriber, the Company, their affiliates and persons acting on their behalf with respect to
the matters discussed herein, and constitutes the entire understanding of the parties with respect to the matters covered herein.
No provision of this Subscription Agreement may be amended or waived other than by an instrument in writing signed by the Company
and Subscriber.


 


(c) Severability.
If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or the validity
or enforceability of any provision of this Subscription Agreement in any other jurisdiction.


 


(d) Governing
Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without
giving effect to any choice of law or conflict of law provision or rule.


 


(e) Successors
and Assigns. This Subscription Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. Subscriber shall not assign its rights hereunder without the prior written consent of the Company.


 


(f) No
Third Party Beneficiaries. This Subscription Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(g)Notification
of Changes. The Subscriber hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the
closing of the purchase of the Shares pursuant to this Subscription Agreement which would cause any representation, warranty or
covenant of the Subscriber contained in this Subscription Agreement to be false or incorrect.


 


(h) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Subscription Agreement and the consummation of the transactions
contemplated hereby.


 


(i) Legal
Representation. Subscriber acknowledges that: (i) Subscriber has read this Subscription Agreement and the exhibits referred
to herein; (ii) Subscriber understands that the Company has been represented in the preparation, negotiation and execution of
the Subscription Agreement; and (iii) Subscriber understands the terms and conditions of the Subscription Agreement and is fully
aware of their legal and binding effect.


 


(j) Expenses.
Each party will bear its own costs and expenses (including legal and accounting fees and expenses) incurred in connection
with this Subscription Agreement and the transactions contemplated hereby.


 


(k) Counterparts.
This Subscription Agreement may be executed in counterparts, all of which shall be considered one and the same agreement. The
exchange of signature pages by facsimile transmission, by electronic mail in “portable document format” (“.pdf”)
form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall constitute
effective execution and delivery of this Agreement as to the parties.


 


[SIGNATURE
PAGES FOLLOW]


 






    	 	 - 8 -	 



     


    



 


SUBSCRIBER
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, Subscriber has caused this Subscription Agreement to be duly executed
and, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions, and representations contained
in the foregoing Subscription Agreement and hereby subscribes for the Shares offered by the Company in the amount set forth below.


 


	SUBSCRIBER(S):	 	 
	 	 	 
		 	
	Signature	 	Social
    Security Number
	 	 	 
		 	 
	Print
    Name	 	 
	 	 	 
		 	
	Signature
    of joint investor, if applicable	 	Social
    Security Number
	 	 	 
		 	 
	Print
    name of joint investor, if applicable	 	 
	 	 	 
	Check
    one (if applicable)	 	 
	 	 	 
	 	 	☐
Tenants in Common
	 	 	☐
JTWROS
	 	 	☐
Tenants by Entirety


 


	Date:  ____________
    ____, 2016
	Shares
    (number of shares of Common Stock subscribed for):  ______
	Purchase
    Price (number of Shares x $ 4.00):  $ ______       
	 


 


	Residence
    Address:	 	Mailing
    Address, if different from Residence Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 






    	 	 - 9 -	 



     


    

 


COMPANY
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


–
PLEASE DO NOT WRITE BELOW THIS LINE –


 


COMPANY
USE ONLY


 


	 	Accepted
    and Agreed:
	 	 
	 	OMINTO,
    INC.
	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	As
    of: ____________ ____, 2016


  






    	 	 - 10 -	 



     


    

 


Exhibit
A


 


Definition
of Accredited Investor


 


“Accredited
investor” means any person who comes within any of the following categories, or who the Company reasonably believes
comes within any of the following categories, at the time of the sale of the Shares to that person:


 


		1.	Any
                                         bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association
                                         or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting
                                         in its individual or fiduciary capacity; any broker or dealer registered pursuant to
                                         Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in
                                         Section 2(13) of the Securities Act; 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; 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;
                                         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; any employee benefit plan within
                                         the meaning of the Employee Retirement Income Security Act of 1974 if the investment
                                         decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which
                                         is either a bank, savings and loan association, insurance company, or registered investment
                                         adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or,
                                         if a self-directed plan, with investment decisions made solely by persons that are accredited
                                         investors;



 


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



 


		3.	Any
                                         organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
                                         Massachusetts or similar business trust, or partnership, not formed for the specific
                                         purpose of acquiring the Shares offered, with total assets in excess of $5,000,000;



 


		4.	Any
                                         director, executive officer, or general partner of the issuer of the Company, or any
                                         director or executive officer of the Company;



 


		5.	Any
                                         natural person whose individual net worth, or joint net worth with that person’s
                                         spouse, at the time of his purchase exceeds $1,000,000, provided that for purposes
                                         of this item 5, “net worth” means the excess of total assets at fair market
                                         value (including personal and real property, but excluding the value of a person’s
                                         primary home) over total liabilities (excluding any mortgage on the primary home
                                         in an amount of up to the home’s fair market value, but including any mortgage
                                         amount in excess of the home’s fair market value);



 


		6.	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, provided that for purposes of this item 6, “income”
                                         means annual adjusted gross income, as reported for federal income tax purposes, plus
                                         (a) the amount of any tax-exempt interest income received; (b) the amount of losses claimed
                                         as a limited partner in a limited partnership; (c) any deduction claimed for depletion;
                                         (d) amounts contributed to an IRA or Keogh retirement plan; (e) alimony paid; and (f)
                                         any amount by which income from long-term capital gains has been reduced in arriving
                                         at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue
                                         Code of 1986, as amended;



 


		7.	Any
                                         trust, with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the Shares offered, whose purchase is directed by a sophisticated person
                                         as described in Rule 506(b)(2)(ii); and



 


		8.	Any
                                         entity in which all of the equity owners are accredited investors.



 






    	 	Exhibit A - 1	 



     


    

 


Annex
A


 


UNITED
STATES ANTI-MONEY LAUNDERING





REPRESENTATIONS
AND WARRANTIES


 


In
connection with the acquisition of the Company’s Shares, the Subscriber hereby represents, warrants and covenants to the
Company as follows:


 


1.The
Subscriber has reviewed the website of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”),
and conducted such other investigation as Subscriber deems necessary or prudent, prior to making these representations and warranties.
The Subscriber acknowledges that U.S. federal regulations and executive orders administered by OFAC prohibit, among other things,
engaging in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals.


 


2.All
evidence of identity provided in connection with the Subscriber’s acquisition of Shares is genuine and all related
information furnished is accurate.


 


3.The
Subscriber understands and agrees that the investment of funds is prohibited by or restricted with respect to any persons or entities:
(i) acting, directly or indirectly, on behalf of terrorists or terrorist organizations, including those persons, entities and
organizations that are included on any of the OFAC lists; (ii) residing or having a place of business in a country or territory
named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering
(“FATF”), or whose subscription funds are transferred from or through such a jurisdiction; (iii) (A) that are a “Foreign
Shell Bank” within the meaning of the USA PATRIOT Act or (B) that are a foreign bank other than a “Regulated Affiliate”
that is barred, pursuant to its banking license, from conducting banking activities with the citizens of, or with the local currency
of, the country that issued the license or (C) whose subscription funds are transferred from or through the entities listed in
foregoing clauses (A) and (B); or (iv) residing in, or organized under the laws of, a jurisdiction designated by the Secretary
of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.
Such persons or entities in (i) through (iv) are collectively referred to as “Restricted Persons.” Neither the Subscriber,
nor any person or entity controlling, controlled by, or under common control with, the Subscriber, any investors in the Subscriber
(if the Subscriber is a pooled investment vehicle) or any person or entity for whom the Subscriber is acting as agent, representative,
intermediary, nominee or similar capacity (each such investor in the Subscriber and each such person for whom the Subscriber acts
as agent, representative, intermediary, nominee or in a similar capacity, an “Underlying Beneficial Owner”) in connection
with the acquisition of Shares is a Restricted Person.


 


4.No
funds tendered for the acquisition of Shares are directly or indirectly derived from activities that may contravene U.S. federal,
state or non-U.S. laws and regulations, including anti-money laundering laws, rules and regulations, and no capital contribution
in relation to Shares acquired by the Subscriber or, if applicable, any Underlying Beneficial Owner will be derived from any illegal
or illegitimate activities.


 


5.To
the extent the Subscriber has any Underlying Beneficial Owners, the Subscriber: (i) has carried out thorough due diligence as
to, and established the identities of, the Underlying Beneficial Owners and any related persons to the extent required by applicable
law and regulations (“Related Persons”); (ii) holds the evidence of such identities and will maintain all such evidence
for at least five years from the date of the completion of the liquidation of the Company; and (iii) will make such information
available to the Company upon the Company’s request. 


 



    	 	Annex A - 1	 



     


    




 


6.The
Subscriber acknowledges and understands that the Company, in its sole discretion, may decline to accept any subscription for Shares
by a person who is a “Covered Person” within the meaning of the Guidance on Enhanced Scrutiny for Transactions that
May Involve the Proceeds of Foreign Official Corruption, issued by the U.S. Department of the Treasury, et al., January,
2001. Accordingly, the Subscriber agrees to inform the Company, prior to its acquisition of Shares, if the Subscriber or any person
controlling, controlled by, or under common control with, the Subscriber, or for whom the Subscriber is acting as agent or nominee
in connection with the acquisition of Shares, is a Covered Person.


 


7.The
Subscriber agrees to provide any information (including confidential information about the Subscriber and, if applicable, any
Underlying Beneficial Owner or Related Person) to any person deemed necessary by the Company, in its sole and absolute discretion,
to comply with its anti-money laundering responsibilities and policies and any laws, rules and regulations applicable to an investment
held or proposed to be held by the Company.


 


8.The
Subscriber authorizes and permits the Company, using its own reasonable business judgment, to report information about the Subscriber,
or any person controlling, controlled by, or under common control with the Subscriber, to appropriate authorities, and the Subscriber
agrees not to hold them liable for any loss or injury that may occur as the result of providing such information.


 


9.The
Subscriber agrees that, in the event of a material change with respect to the information provided in connection with the purchase
of the Shares, the Subscriber will provide the Company promptly with updated information affected by the material change.


 


10.The
Subscriber agrees that, notwithstanding any statement to the contrary in any agreement into which it has entered that relates
to the Company, or any statement to the contrary in any private placement memorandum of the Company, if the Company determines
that the Subscriber has appeared on a list of known or suspected terrorists or terrorist organizations compiled by any U.S. or
non-U.S. governmental agency, or that any information provided by the Subscriber in connection with the acquisition of Shares
is no longer true or accurate, the Company, without limiting any other rights available under any agreement between the Company
and the Subscriber, shall be authorized to take any action it deems necessary or appropriate as a result thereof. The Company
may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional capital contributions,
restricting any distributions and/or declining any requests to transfer the Subscriber’s Shares. In addition, in any such
event, the Subscriber may forfeit its Shares, may be forced to withdraw from the Company or may otherwise be subject to the remedies
required by law, and the Subscriber shall have no claim against the Company nor its officers, directors, employees, agents, control
persons, affiliates and professional advisors and such parties shall be held harmless and indemnified by the Subscriber in accordance
with the indemnification section of this Agreement for any form of damages as a result of any of the actions described in this
paragraph. The Company may also be required to report such action and to disclose the Subscriber’s identity or provide other
information with respect to the Subscriber to OFAC or other governmental entities.


 


11.The
Subscriber acknowledges and agrees that any distributions paid to it by the Company will be paid to, and any contributions made
by it to the Company will be made from, an account in the Subscriber’s name unless the Company, in its sole discretion,
agrees otherwise.


 


12.The
Subscriber understands, acknowledges and agrees that the acceptance of this Agreement, together with the appropriate remittance,
will not breach any applicable money laundering or related rules or regulations (including, without limitation, any statutes,
rules or regulations in effect under the laws of the U.S.A. pertaining to prohibitions on money laundering or to transacting business
or dealing in property that may be blocked or may belong to Specially Designated Nationals, as such term is used by OFAC).


 






    	 	Annex A - 2	 



     


    

 





Annex
B


 


ANTI-MONEY
LAUNDERING DOCUMENTATION


 


The
Subscriber has delivered, or is concurrently delivering herewith, the true, correct and applicable documentation noted below that
is applicable to the Subscriber:


 


		(i)	Individuals
                                         (each of the following):



 


		(A)	Certified
                                         (notarized) copy of passport or other valid government identification document displaying
                                         the true name, signature, date of birth and photograph of the Subscriber (with certified
                                         English translation, if necessary); and



 


		(B)	Copy
                                         of a recent bank statement or utility bill showing the Subscriber’s current home
                                         address.



 


		(ii)	Corporate
                                         (each of the following):



 


		(A)	Certificate
                                         of Incorporation (or equivalent) with evidence of any name changes;



 


		(B)	Certificate
                                         of Good Standing;



 


		(C)	Director
                                         resolution authorizing the investment, if applicable;



 


		(D)	Current
                                         list or register of Directors;



 


		(E)	Specimen
                                         signatures of persons authorized to bind the Subscriber with regard to its investments
                                         with name and office held printed underneath or Powers of Attorney or Letters of Authority
                                         (if applicable);



 


		(F)	Information
                                         on at least two Directors (see (i) above for individuals and (ii) for all other entities);



 


		(G)	Evidence
                                         of identity for authorized signatories and all beneficial owners of the Subscriber >25%
                                         OR comfort letter (see (i) above for individuals and (ii) for all other entities); and



 


		(H)	Signed
                                         copy of the Subscriber’s latest available financial statements.



 


		(iii)	Limited
                                         Partnership (or Limited Liability Company) (each of the following):



 


		(A)	Certificate
                                         of Limited Partnership (or equivalent) (evidencing registered address) with evidence
                                         of any name changes;



 


		(B)	Certified
                                         copy of the limited partnership agreement (or equivalent);



 


		(C)	Limited
                                         partnership mandate (or equivalent) for making the investment (if any);



 


		(D)	Specimen
                                         signatures of persons authorized to bind the Subscriber with regard to its investments
                                         with name and office held printed underneath or Powers of Attorney or Letters of Authority
                                         (if applicable);



 


		(E)	Information
                                         on the individual(s) that control the general partner (or managing member, if applicable)
                                         (see (i) above for individuals and (ii) for all other entities);



 


		(F)	Evidence
                                         of identity for authorized signatories and all beneficial owners of the Subscriber >25%
                                         OR comfort letter (see (i) above for individuals and (ii) for all other entities); and



 


		(G)	Signed
                                         copy of the Subscriber’s latest available financial statements.



 



    	 	Annex B - 1	 



     


    

 


		(iv)	Trust
                                         (each of the following):



 


		(A)	Certified
                                         copy of Trust Deed/Agreement (including trust name, nature of trust, trustees, authorizations,
                                         date of trust and principal address);



 


		(B)	Information
                                         about the trustee(s) and settlor(s) (or beneficial owner(s), if different than the settlor(s))
                                         (see (i) above for individuals and (ii) for all other entities); and



 


		(C)	Signed
                                         copy of the Subscriber’s latest available financial statements.



 


		(v)	Private
                                         Pension Plans or Not For Profit (including Foundations and Charities) (each
                                         of the following):



 


		(A)	Certified
                                         copy of the entity’s formation documents;



 


		(B)	An
                                         explanation of the nature of the entity’s purpose and operations;



 


		(C)	Evidence
                                         of identity for authorized signatories, anyone who gives instructions on behalf of the
                                         entity and all beneficial owners of the Subscriber >25% OR comfort letter (see (i)
                                         above for individuals and (ii) for all other entities); and



 


		(D)	Confirmation
                                         of not for profit designation from the applicable government authority.



 


		(vi)	Financial
                                         Institutions (additional requirements):



 


In
addition to the applicable requirements above, banks, brokers and other financial institutions must deliver a representation letter
in the form determined by the Company indicating that they have established and implemented anti-money laundering procedures reasonably
designed to achieve compliance with the USA PATRIOT Act.


 


The
Subscriber acknowledges that the Company and its affiliates may require further identification of the Subscriber or source of
funds before the subscription can be processed, and the Company and its officers, directors, employees, agents, control persons,
affiliates and professional advisors shall be held harmless and indemnified in accordance with the indemnification provisions
of the Agreement as a result of a failure to process the subscription if such information as has been required by the Company
has not been provided by the Subscriber. The Subscriber agrees to provide any information deemed necessary by the Company in its
sole and absolute discretion to comply with its anti-money laundering policies and obligations.


 


 


Annex
B - 2