Exhibit
4.3

     

    PURE
EARTH, INC.

    One
Neshaminy Interplex, Suite 201

    Trevose,
PA 19053

    ____________________

    


    Subscription
Agreement for Purchase of

    Series
C Convertible Preferred Stock

     

    Offering
Price: $10.00 per Share

    Minimum
Subscription: 500 Series C Shares ($5,000)

     

    HOW TO
SUBSCRIBE

     

    The
attached Subscription Agreement relates to the offering by Pure Earth, Inc., a
Delaware corporation (the “Company”)
of its Series C Convertible Preferred Stock, par value $.001 per share (the
“Series C
Shares”) as described in the Company’s Confidential Private Placement
Memorandum, dated November 10, 2009.  The minimum investment for any
subscriber is 500 shares or $5,000.  Subscribers can purchase
additional shares in excess of the minimum in increments of 100 Series C
Shares.  Any qualified subscriber who wishes to purchase Series C
Shares should deliver the following to the Company, Attention: Brent Kopenhaver,
One Neshaminy Interplex, Suite 201, Trevose, PA 19053:

     

    (1)           one
dated and executed copy of the Subscription Agreement with all blanks properly
completed;

    


    (2)           one
dated and executed copy of the Registration Rights  Agreement with all
blanks properly completed;

    


    (3)           one
completed and executed copy of the Investor Questionnaire attached to the
Subscription Agreement as Exhibit A;
and

    


    (4)           a check made payable to
the Company, or payment by wire transfer, in the amount of the aggregate
Purchase Price (as defined herein) for the Series C Shares to be
purchased.

    


    The
Company’s wire transfer information is as follows:

     

    BANK:                
  Bank of America

    ABA
#:                  
026009593

    ACCOUNT
#:

    NAME ON
ACCOUNT:

    


    Before
making an investment decision with respect to the Series C Shares, each
subscriber must acknowledge and agree that it has received and been given a
reasonable opportunity to review the following documents filed with the SEC by
the Company including, without limitation, any risk factors sections of such
documents:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Annual
Report on Form 10-K for the year ended December 31, 2008

    Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2009

    Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2009

    Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2009

    Current
Report on Form 8-K filed October 29, 2009

    Current
Report on Form 8-K filed June 23, 2009

    Current
Report on Form 8-K filed April 3, 2009

    Proxy
Statement dated April 30, 2009


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

    


    NEITHER
THE SERIES C SHARES NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE SERIES
C SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES LAWS OF ANY STATE.  SUCH SECURITIES MAY NOT BE SOLD OR
OFFERED, OR RESOLD OR REOFFERED FOR SALE, IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY (BOTH AS TO SUCH OPINION AND SUCH COUNSEL) THAT SUCH
REGISTRATION IS NOT REQUIRED.  ADDITIONAL RESTRICTIONS ON TRANSFER OF
SUCH SECURITIES ARE SET FORTH IN THIS SUBSCRIPTION AGREEMENT.

    


    SUBSCRIPTION
AGREEMENT

     

    This
Subscription Agreement (this “Agreement”)
is made and entered into between Pure Earth, Inc., a Delaware corporation (the
“Company”),
and the purchaser identified on the signature page hereto (“Subscriber”).

     

    BACKGROUND

     

    Subscriber
desires to purchase from the Company, and the Company desires to sell to
Subscriber, up to that number of shares of the Company’s Series C Convertible
Preferred Stock, par value $.001 per share (the “Series C
Shares”), set forth on the signature page hereto, upon the terms and
conditions contained herein.

     

    NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein and for the
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

     

    
      
        	   	
                1.

              	
                SUBSCRIPTION
      FOR SHARES; PURCHASE
PRICE.

              


      

    

     

    (a)           Subscriber
hereby subscribes for and agrees to purchase from the Company up to that number
of Series C Shares set forth on the signature page hereto at a purchase price of
$10.00 per share and on the terms and conditions described herein.

     

    (b)           The
aggregate purchase price for the Series C Shares subscribed for is equal to the
number of Series C Shares subscribed for multiplied by $10.00 per share and is
set forth on the signature page hereto (the “Purchase
Price”).

     

    (c)           Subscriber
encloses herewith a check payable to the order of “Pure Earth, Inc.” in an
amount equal to the Purchase Price or has initiated a wire transfer of
immediately available funds to the account of the Company in the amount of the
Purchase Price.

     

    (d)           Subscriber
has received and reviewed the following documents, including any risk factors
disclosures contained therein (collectively, the “SEC
Documents”).

     

    Annual
Report on Form 10-K for the year ended December 31, 2008

    Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2009

    Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2009


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    


    Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2009

    Current
Report on Form 8-K filed October 29, 2009

    Current
Report on Form 8-K filed June 23, 2009

    Current
Report on Form 8-K filed April 3, 2009

    Proxy
Statement dated April 30, 2009

    


    
      
        	  	
                2.

              	
                REPRESENTATIONS
      AND WARRANTIES AS TO SUITABILITY
      STANDARDS.

              


      

    

     

    Subscriber
hereby represents and warrants that:

     

    (a)           Subscriber
has, either alone or together with its purchaser representatives, such knowledge
and experience in financial and business matters that Subscriber is capable of
evaluating the merits and risks of the prospective investment in the Company and
of protecting its own interests in connection therewith;

     

    (b)           Subscriber
is acquiring the Series C Shares as principal for Subscriber’s own account, not
on behalf of other persons, and for investment and not with a view to any resale
or distribution of the Series C Shares;

     

    (c)           Subscriber
can bear the economic risk of losing Subscriber’s entire
investment;

     

    (d)           Subscriber’s
overall commitment to investments which are not readily marketable is not
disproportionate to Subscriber’s net worth, Subscriber’s investment in the
Series C Shares will not cause such overall commitment to become excessive, and
the investment is suitable for Subscriber when viewed in light of Subscriber’s
other securities holdings and Subscriber’s financial situation and
needs;

     

    (e)           Subscriber
has adequate means of providing for Subscriber’s current needs and personal
contingencies and is not relying on its investment in Series C Shares for
current income;

     

    (f)         
  Subscriber recognizes that any investment in the Company involves
substantial risk, and Subscriber has evaluated and fully understands all risks
related to Subscriber’s decision to purchase Series C Shares hereunder,
including, without limitation, the risk factors, identified in Item 1A of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008, in
Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter end June
30, 2009 and in the Company’s Confidential Private Placement Memorandum with
respect to the Series C Shares (the “Memorandum”);

     

    (g)           Subscriber
understands that the offer and sale of the Series C Shares have not been
submitted to, reviewed by, nor have the merits of this investment been endorsed
or approved by any state or federal agency, commission, authority or self
regulatory organization;

     

    (h)           Subscriber
understands the nature of the business in which the Company is engaged or
proposes to engage;

     

    (i)         
  If Subscriber is an individual, Subscriber is at least 18 years of
age and a bona fide resident and domiciliary (not a temporary or transient
resident) of the state or country indicated on the signature page hereof and
Subscriber has no present intention of becoming a resident of any other state or
jurisdiction;


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    (j)   
        If Subscriber is not an
individual, Subscriber is domiciled in the state or country indicated on the
signature page hereof, has no present intention of becoming domiciled in any
other state or jurisdiction and is an “Institutional Investor” as defined under
the “blue sky” or securities laws or regulations of the state in which it is
domiciled; and

     

    (k)           Subscriber
otherwise meets any special suitability standards applicable to Subscriber’s
state or country of residence or domicile.

     

    (l)      
     Subscriber is (i) if it has so indicated in the
Investor Questionnaire attached as Exhibit A, an
“accredited investor” as such term is defined in Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the “Securities
Act”), which definition is provided (in material part) on Exhibit B attached
hereto, and (ii) has such knowledge and experience, either alone or together
with a purchaser representative, that he, she or it is capable of evaluating the
risks and merits of an investment in the Series C Shares.

     

    (m)           All
of the written information pertaining to the Subscriber which the Subscriber has
heretofore furnished to the Company, and all information pertaining to the
Subscriber which is set forth in this Subscription Agreement and the Investor
Questionnaire attached hereto as Exhibit A, is correct
and complete as of the date hereof, and, if there should be any material change
in such information hereafter, the Subscriber shall promptly furnish such
revised or corrected information to the Company.  Subscriber otherwise
meets any special suitability standards applicable to the Subscriber’s state of
residence.

     

    (n)           Subscriber
is not registered as a broker or dealer under Section 15 of the Securities
Exchange Act of 1934, as amended.

     

    
      
        	   	
                3.

              	
                TRANSFER
      RESTRICTIONS.

              


      

    

     

    (a)           Subscriber
understands that the sale or transfer of the Series C Shares are severely
restricted and that:

     

    (i)           Neither
the Series C Shares nor the common stock issuable upon conversion thereof have
been registered under the Securities Act or the laws of any other jurisdiction
by reason of a specific exemption or exemptions from registration under the
Securities Act and applicable state securities laws, and that the Company’s
reliance on such exemptions is predicated on the accuracy and completeness of
the Subscriber’s representations, warranties, acknowledgments and agreements
herein.  None of such securities can be sold or transferred by
Subscriber unless subsequently registered under applicable law or an exemption
from registration is available.  The Company is not required to
register the Series C Shares or to make any exemption from registration
available.

     

    (ii)           The
right to sell or transfer any of the Series C Shares will be restricted as
described in the Memorandum and this Subscription Agreement, which includes
restrictions against sale or transfer in violation of applicable securities
laws, the requirement that an opinion of counsel be furnished that any proposed
sale or transfer will not violate such laws, and other restrictions and
requirements.

     

    (iii)           There
is no market for Series C Shares.  The Company’s common stock is
currently quoted on the OTC Bulletin Board.  There is limited
liquidity in the market for the Company’s common stock, which will make it more
difficult for the Subscriber to sell Series C Shares or Company’s common stock
in whole or in part at times and prices that are deemed necessary or
desirable.  Accordingly, the Subscriber must bear the economic risk of
Subscriber’s investment for an indefinite period of time.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    (b)           Subscriber
agrees that it will not offer to sell, sell or transfer the Series C Shares or
any part thereof or interest therein without registration under the Securities
Act and applicable state securities laws or without providing to the Company an
opinion of counsel acceptable to the Company (both as to such opinion and such
counsel) that such offer, sale or transfer is exempt from registration under the
Securities Act and under applicable state securities laws or otherwise in
violation of this Subscription Agreement.  In the event the Subscriber
transfers any Series C Shares or common stock issuable upon conversion thereof
in compliance with the provisions herein and in accordance with applicable state
and federal securities laws, the Company may require that the transferee agree
to be bound by the terms and conditions of this Agreement.

     

    (c)           The
Subscriber acknowledges that the certificates representing the Series C Shares
and any common stock issuable upon conversion thereof will bear a legend to the
following effect:

     

    “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any
state.  The securities may not be offered, sold, transferred, pledged
or otherwise disposed of without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel for the Company that the proposed transaction will
be exempt from such registration.  The securities have been issued
under a Subscription Agreement that is on file at the principal office of the
Company and are subject to restrictions upon resale contained in such
Subscription Agreement.”

     

    Subscriber
further acknowledges that the Company shall place a stop order against the
certificate representing such securities and to refuse to effect any transfers
thereof in the absence of an effective registration statement with respect to
such securities or in the absence of the Company receiving an opinion of counsel
in form and substance satisfactory to the Company (both as to such opinion and
such counsel) that such transfer is exempt from registration under the
Securities Act and under applicable state securities laws.

     

    
      
        	  	
                4.

              	
                SUBSCRIBER’S
      REPRESENTATIONS AND
  WARRANTIES.

              


      

    

     

    Subscriber
represents and warrants that:

     

    (a)           Subscriber
understands the Company’s business, as described in the SEC
Documents;

     

    (b)           Subscriber
has received copies of and has had reasonable opportunity to review each of the
SEC Documents;

     

    (c)           Subscriber
has been furnished with all additional documents and information which
Subscriber has requested;


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    (d)           Subscriber
has had the opportunity to ask questions of and receive answers from the Company
and its management and other representatives concerning (i) the Company, (ii)
the terms and conditions of the Company’s offering of Series C Shares, and (iii)
the merits and risks of investing in the Series C Shares and any common stock
issuable upon conversion thereof;

     

    (e)           Subscriber
has been afforded (i) access to information about the Company and its
subsidiaries and their respective financial condition, results of operations,
business, properties, management and prospects, sufficient to enable Subscriber
to evaluate its investment, and (ii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable
effort or expense that is necessary to verify the accuracy of the information
furnished or to permit Subscriber to make an informed decision with respect to
an investment in the Series C Shares, including the information contained in
each of the SEC Documents;

     

    (f) 
          Subscriber has
relied only on the information in, or referred to in, the Memorandum and the
documents delivered with the Memorandum when making this
subscription;

     

    (g)           The
information furnished by the Company does not constitute investment, accounting,
legal or tax advice and Subscriber is relying on its own professional advisers
for such advice;

     

    (h)           Subscriber
and Subscriber’s advisers (which advisers do not include the Company or its
officers, directors, representatives or counsel) have such knowledge and
experience in legal, financial and business matters as to be capable of
evaluating the merits and risks of investing in the Company and of making an
informed investment decision with respect thereto;

     

    (i) 
          Subscriber
understands, acknowledges and agrees that the Company is relying solely upon the
representations and warranties made herein in determining to sell Subscriber the
Series C Shares;

     

    (j)  
         Except as otherwise
specifically disclosed herein, the Subscriber has not paid or given any
commission, remuneration or other thing of value in connection with the purchase
of the Series C Shares;

     

    (k)           The
Subscriber is not purchasing the Series C Shares as a result of any
advertisement, article, notice or other communication or general solicitation
regarding the Series C Shares or the Company, and no solicitation, offer to sell
or offer to buy was made to or from Subscriber with respect to the Series C
Shares other than in the Commonwealth of Pennsylvania or the state of such
Subscriber’s domicile as set forth on the signature page hereto;

     

    (l) 
          The Subscriber
understands the meaning and legal consequences of the foregoing representations
and warranties.  The Subscriber certifies that each of the foregoing
representations and warranties is true and correct as of the date hereof and
shall survive the execution hereof and the purchase of the Series C Shares;
and

     

    (m)           Subscriber
understands, acknowledges and agrees that officers, directors and other
employees of the Company may also be subscribing for Series C Shares in this
Offering or entering into other transactions with the Company and that the
Subscriber will not have any ability to review, approve or otherwise consent to
any such subscriptions or transactions.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    
      
        	  	
                5.

              	
                SUBSCRIPTION
      IRREVOCABLE BY SUBSCRIBER BUT SUBJECT TO ACCEPTANCE OR REJECTION BY THE
      COMPANY.

              


      

    

     

    (a)           After
execution by both parties, this Subscription Agreement is not, and shall not be,
revocable by Subscriber.

     

    (b)           Prior
to execution by both parties, the Company, in its sole discretion, has the right
to terminate or withdraw the offering at any time, to accept or reject
subscriptions in other than the order in which they were received, to accept or
reject any subscription in whole or in part and, in any such event, shall return
without interest the unused Purchase Price paid by Subscriber.  If the
Company accepts less than the entire amount subscribed for, it shall indicate
the lesser amount on the page titled “Acceptance By The Company.”

     

    (c)           Subscriber
understands and agrees that this Subscription Agreement is not binding upon the
Company until the Company accepts it, which acceptance is at the sole discretion
of the Company and is to be evidenced by the Company’s completion, execution and
delivery of this Subscription Agreement.

     

    
      
        	   	
                6.

              	
                INDEMNIFICATION
      AND HOLD
HARMLESS.

              


      

    

     

    Subscriber
agrees that if Subscriber breaches any agreement, representation or warranty the
Subscriber has made in this Subscription Agreement, the Subscriber shall
indemnify and hold harmless the Company, and its directors, officers, employees,
shareholders, members, financial advisers, attorneys, accountants,
representatives and agents, against any claim, liability, loss, damage, cost or
expense (including, without limitation, attorneys’ fees and other costs of
investigating and litigating claims) caused, directly or indirectly, by the
Subscriber’s breach.

     

    
      
        	  	
                7.

              	
                MISCELLANEOUS.

              


      

    

     

    (a)           This
Subscription Agreement, together with the exhibits, schedules and other
attachments hereto, contains the entire understanding of the parties with
respect to the subject matter hereof, and supersedes all prior oral or written
understandings, negotiations, communications and agreements, and all
contemporaneous oral communications and agreements, with respect to the subject
matter hereof.

     

    (b)           This
Subscription Agreement, upon acceptance by the Company, shall bind, benefit, and
be enforceable by and against each party hereto and its successors, assigns,
heirs, administrators and executors. This Subscription Agreement in not
transferable or assignable by Subscriber.  The agreements,
representations and warranties contained herein shall be deemed to be made by
and be binding upon Subscriber and such Subscriber’s heirs, executors,
administrators, other personal representatives, and their respective successors
and permitted assigns.

     

    (c)           If
any provision of this Subscription Agreement is construed to be invalid, illegal
or unenforceable, then the remaining provisions hereof shall not be affected
thereby and shall be enforceable without regard thereto.

     

    (d)           Article
and section headings in this Subscription Agreement are for convenience of
reference only, do not constitute a part of this Subscription Agreement, and
shall not affect its interpretation.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    (e)           Words
used in this Subscription Agreement shall be construed to be of such number and
gender as the context requires or permits.  Unless a particular
context clearly provides otherwise, the words “hereof” and “hereunder” and
similar references refer to this Subscription Agreement in its entirety and not
to any specific Section or subsection.

     

    (f)           THIS
SUBSCRIPTION AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND ALL DISPUTES BETWEEN THE PARTIES RELATING TO THE SERIES C
SHARES AND THE OFFERING SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY SUBMIT TO THE JURISDICTION OF ANY STATE COURTS LOCATED IN
BUCKS COUNTY, PENNSYLVANIA, OR ANY FEDERAL COURT LOCATED IN THE EASTERN DISTRICT
OF PENNSYLVANIA, PHILADELPHIA DIVISION, IN CONNECTION WITH ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF.

     

    (g)           All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given upon the earlier of actual
receipt or: (i) personal delivery to the party to be notified; (ii) when sent,
if sent by facsimile during the recipient’s normal business hours, and if not
sent during normal business hours, then on the recipient’s next business day; or
(iii) one (1) business day after the business day of deposit with a nationally
recognized overnight courier, freight prepaid, specifying next-day delivery,
with written verification of receipt.  Notices to the Company shall be
addressed to Pure Earth, Inc., Attn: Brent Kopenhaver at One Neshaminy
Interplex, Suite 201, Trevose, Pennsylvania  19053, fax no. (215)
639-8756.  Notices to Subscriber shall be addressed to any fax number
or address set forth in the Investor Questionnaire.  In either case,
notice data may be subsequently modified by written notice given in accordance
with this Section.

     

    (h)           This
Subscription Agreement may be executed through the use of separate signature
pages or in any number of counterparts, and each of such counterparts shall, for
all purposes, constitute one agreement binding on all parties, notwithstanding
that all parties are not signatories to the same counterpart.

     

    {Signature
Page Follows}


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this
Subscription Agreement on the date set forth below.  Execution of this Subscription
Agreement also constitutes your agreement to become subject to, bound by and a
party to, the Registration Rights Agreement delivered with the
Memorandum.

     

    
      
        	
                   

              
	
                (Signature)

              
	 
      
	
                   

              
	
                (Printed
      or typed name)

              
	
                (Title
      if signing on behalf of an entity)

              
	 
      
	
                   

              
	
                (Second
      signature—required if securities will be held in

              
	
                more
      than one name)

              
	 
      
	
                   

              
	
                (Printed
      or typed name)

              
	
                (Title
      if signing on behalf of an
entity)

              


      

    

    


    Subscription:
I hereby subscribe for ________________ Series C Shares (at $10.00 per
share)

                                             (Minimum purchase 500 shares for
$5,000)

    


    Aggregate
Purchase Price: $_______________

    


    State of
Residence or Domicile:                                                                                                                                           
   

     

    
      
        
          	
                  Manner
      in which title is to be held (please check one):

                
	 
      	 
      	 
      
	
                  _____________

                	
                  Individual
      Ownership

                	
                  Other
      (if trust, give name, date and

                
	
                  _____________

                	
                  Community
      Property

                	
                  beneficiaries;
      if an estate, give names

                
	
                  _____________ 

                	
                  Joint
      Tenant with Rights

                	
                  of
      estate and executor(s)____________

                
	 
      	
                  in
      Survivor

                	
                  _________________________

                
	 
      	 
      	
                  _________________________

                
	 
      	 
      	 
      
	
                  _____________

                	
                  Tenants
      in Common

                	 
      
	
                  _____________

                	
                  Partnership

                	 
      
	
                  _____________

                	
                  Corporation

                	 
      
	
                  _____________

                	
                  Limited
      Liability Company

                	 
      


        

      

    

    


    {Signature
Page to Subscription Agreement}


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

    


    ACCEPTANCE BY THE
COMPANY

     

    The
Company hereby accepts the foregoing subscription for ___________ Series C
Shares at an aggregate purchase price of $________ as of ___________,
2009.

    


    
      
        	
                PURE
      EARTH, INC.

              
	 
      
	
                By:

              	
                   

              
	 
      	
                Brent
      Kopenhaver

              
	 
      	
                Executive
      Vice President and

              
	 
      	
                Chief
      Financial Officer

              


      

    


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

     

    INVESTOR
QUESTIONNAIRE

    


    Investor
Name:                                                                           

     

    The
information contained in this questionnaire is being furnished to Pure Earth,
Inc., a Delaware corporation (the “Company”),
to determine whether offers of subscriptions for the Series C Shares described
in the attached Subscription Agreement may be made to you, as an investor, in
light of the requirements of Regulation D promulgated under the Securities Act
of 1933 (the “Securities
Act”) and certain exemptions contained in state securities
laws.  You understand that the information is needed for the Company
to determine whether it has reasonable grounds to believe that you are an
“accredited investor” as that term is defined in Regulation D and that you have
such knowledge and experience in financial, investment and business matters that
you are capable of evaluating the merits and risks of the investment in the
Series C Shares.  You understand that (a) the Company will rely on the
information contained herein for purposes of such determination, (b) the Series
C Shares will not be registered under the Securities Act, (c) the Series C
Shares will not be registered or qualified under the securities laws of any
state, and (d) this questionnaire is not an offer to purchase the Series C
Shares or any other securities in any case where such offer would not be legally
permitted.

     

    Information
contained in this questionnaire will be kept confidential by the Company and its
agents, employees or representatives.  You understand, however, that
the Company may have the need to present it to such parties as it deems
advisable in order to establish the applicability under any federal or state
securities laws of an exemption from registration.

     

    In
accordance with the foregoing, the following representations and information are
hereby made and furnished by the investor:

     

    Please
answer all questions. If the answer is “none” or “not applicable,” please so
state.

     

    INFORMATION
REQUIRED OF EACH INVESTOR:

     

    
      	
               
      

            	
              1.

            	
              A.

            	
              If
      Investor is an Individual:

            


    

     

    Name:________________________________                 
 Age:                                                           


    Social
Security Number:                                                       No.
of Dependents:                                  

    Marital
Status:                                                                   Citizenship:                                               


     

    
      	
               
      

            	
              B.

            	
              If Investor is an
      entity:

            


    

     

    Name:________________________________

    EIN:                                                                                  


    


    
      	
               
      

            	
              2.

            	
              A.

            	
              If
      Investor is an Individual:

            


    

     

    Home Address, telephone number, fax
number:                                                                                         

                                                                                                                                                       

;                     

    Business Address, telephone number, fax
number:                                                                                   
 

                                                                                                                                                                  

;        


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

    
      	
               
      

            	
              B.

            	
              If Investor is an
      entity:

            


    

     

    Corporate Address and telephone
number: ______________________________________________

    _______________________________________________________________________________

    


    
      	
               
      

            	
              3.

            	
              A.

            	
              If
      Investor is an Individual:

            


    

     

    
      	
               
      

            	
              State
      in which the investor:

            


    

    


    is
licensed to
drive _______________________________________________________________

    is
registered to vote
______________________________________________________________

    


    
      	
               
      

            	
              B.

            	
              If Investor is an
      entity:

            


    

     

    State in
which the investor:

    


    files
income tax
returns ____________________________________________________________

    has its
principal place of
business ____________________________________________________

    


    
      	
               
      

            	
              4.

            	
              A.

            	
              If Investor is an
      Individual:

            


    

     

    Employer and position:
____________________________________________________________

     

    ______________________________________________________________________________

    


    
      	
               
      

            	
              5.

            	
              A.

            	
              If
      Investor is an Individual:

            


    

     

    Business or professional education and
the degrees received are as follows:

     

    
      
        	
                
                  School

                

              	 	
                
                  Degree

                

              	 	
                
                  Year
      Received

                

              
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


      

    

     

    
      	
               
      

            	
              6.

            	
              If
      Investor is an entity:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Provide
      the total assets of the entity as of the date of the proposed investment
      or a most recent practicable date:

            


    

     

    
      
        
          
            
              	
                      
                      

                    	
                      Assets:

                    	

                      $_____________

                    	
                    


            

          

        

      

    

    
      
        	
              	
                Date:

              	      
                 
      _____________

              	
              


      

    

    


    
      
        	
              	
                (b)

              	
                Each
      of the equity owners of the entity (other than an irrevocable trust) are
      accredited investors under any of the criteria set forth on Exhibit “C” to
      the Subscription Agreement: Yes
      _______ No
      ______

              


      

    

     

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              If
      “Yes,” you must provide a letter signed by an officer or other authorized
      person on behalf of the entity listing the name of each equity owner and
      the reason why each such equity holder qualifies as an accredited investor
      (using the qualifications provided on Exhibit “C” to the Subscription
      Agreement) or each such equity owner must complete and sign a separate
      copy of this Investor
Questionnaire.

            


    

     

    
      	
               
      

            	
              7.

            	
              If
      Investor is an Individual:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	
                                                    (a)   Individual
      income* during
      2007:

                                                  	 
      	 
      	
                                                    $________________

                                                  
	 
      	
                                                    (exclusive of
      spouse’s income)

                                                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    (b)   Individual
      income during 2008:

                                                  	 
      	 
      	
                                                    $________________

                                                  
	 
      	
                                                    (exclusive of
      spouse’s income)

                                                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    (c)   Estimated
      income during 2009:

                                                  	 
      	 
      	
                                                    $________________

                                                  
	 
      	
                                                    (exclusive of
      spouse’s income)

                                                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    (d)   Joint income,
      with spouse

                                                  	
                                                    2007

                                                  	 
      	
                                                    $________________

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                    2008

                                                  	 
      	
                                                    $________________

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                                    (e)   Estimated
      joint income, with spouse, during 2009

                                                  	 
      	 
      	
                                                    $________________

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    8.

                                                  	
                                                    Estimated
      net worth*
      (may include joint net worth with spouse)

                                                  	 
      	 
      	
                                                    $________________

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
               
      

            	
              8.

            	
              Is
      the investor involved in any litigation, which, if an adverse decision
      occurred, would materially affect the investor’s financial
      condition?

            


    

     

    
      	
            	
               
      

            	
              Yes
      ____ No ____

            


    

    


    
      	
               
      

            	
              If
      yes, please provide details:  ________________________________________________________

            


    

    _______________________________________________________________________________

    


    
      	
               
      

            	
              9.

            	
              I
      have personally invested in excess of $_________ over the past five years,
      including investments during such period in excess of $_________ in
      securities with limited liquidity.

            


    

     

    
      	
               
      

            	
              10.

            	
              I
      will designate a purchaser representative to assist me in evaluating the
      merits and risks of an investment in Series C
  Shares.

            


    

     

    
      Yes
________    No
_________

       

        
          

        

      

    

    * For purposes of this Questionnaire, the
term “net worth” means the excess of total assets over total
liabilities.  In determining income, an investor should add to his or
her adjusted gross income any amounts attributable to tax-exempt income
received, losses claimed as a limited partnership, deductions claimed for
depletion, contributions to IRA or Keogh retirement plan, alimony payments, and
any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    If yes,
please indicate name and business address of purchase
representative:

    


    Name: ____________________________      Telephone:
_______________________________

     

    Profession
or Occupation:
___________________________________________________________

     

    Firm:
___________________________________________________________________________

     

    Address:
________________________________________________________________________

    


    
      	
               
      

            	
              11.

            	
              The
      investor is an experienced and sophisticated investor or is advised by a
      qualified investment adviser, all as required under the securities laws
      and regulations.

            


    

     

    Yes
____      No ____

    


    
      	
               
      

            	
              12.

            	
              The
      investor understands the full nature and risk of an investment in the
      Series C Shares and can afford the complete loss of the entire investment
      in the Series C Shares.

            


    

     

    Yes
____      No ____

    


    
      	
               
      

            	
              13.

            	
              The
      investor is able to bear the economic risk of an investment in the Series
      C Shares for an indefinite period of time and understands that an
      investment in the Series C Shares may be
      illiquid.       Yes
      ____      No
____

            


    

     

    
      	
               
      

            	
              14.

            	
              Does
      the investor have any other investments or contingent liabilities that the
      investor reasonably anticipates could cause the need for sudden cash
      requirements in excess of cash readily available to the
      investor?       Yes
      ____      No
____

            


    

     

    If yes,
please explain:
 _______________________________________________________________
________________________________________________________________________________

    


    
      	
               
      

            	
              15.

            	
              Please
      describe the investor’s experience as an investor (including amounts
      invested) in securities, particularly investments in non-marketable
      securities.

            


    

    ________________________________________________________________________________

    
      ________________________________________________________________________________

    

    
      
        ________________________________________________________________________________

      

    

    


    
      	
               
      

            	
              16.

            	
              Has
      the investor participated in other private placements of
      securities?

            


    

     

    
      	
               
      

            	
              Yes ____
      No ____

            


    

    


    
      If yes,
please provide details:
_________________________________________________________

    

    
      ________________________________________________________________________________

      

        
          
             


          

          
            A-4

            
              

            

          

          
             


          

        

      

       

    

    
      	
               
      

            	
              17.

            	
              In
      evaluating the merits and risks of this investment, does the investor
      intend to rely upon the advice of the investor’s attorney, accountant, or
      other adviser?

            


    

     

    
      	
               
      

            	
              Yes
      ____  No ____

            


    

    


    
      	
               
      

            	
              18.

            	
              If
      the investor is an entity, was it formed for the specific purpose of
      acquiring the securities offered?  Yes ____   No
      ____

            


    

     

    
      	
               
      

            	
              Please
      indicate the date of incorporation/organization
  ________.

            


    

    


    The
investor understands that the Company will be relying on the accuracy and
completeness of the investor’s responses to the foregoing questions and the
investor represents and warrants to the Company as follows:

    


    
      	
               
      

            	
              (i)

            	
              The
      answers to the above questions are complete and correct and may be relied
      upon by the Company whether or not the offering in which the investor
      proposes to participate is exempt from registration under the Securities
      Act and the securities laws of certain
states;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      investor will notify the Company immediately of any material change in any
      statement made herein occurring prior to the closing of any purchase by
      the investor of the Company’s securities;
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      investor or its management, in case of an entity, has sufficient knowledge
      and experience in financial, investment and business matters to evaluate
      the merits and risks of the prospective investment, and the investor is
      able to bear the economic risk of the investment in the Series C Shares
      and currently could afford a complete loss of such
    investment.

            


    

     

    {Signature
Page Follows}


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the undersigned has executed this Investor Questionnaire as of
_____________, 2009, and declares under oath that it is truthful and correct to
the best of the undersigned’s knowledge.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                           

                                    
	
                                      (Signature)

                                    
	 
      
	 
      
	
                                      (Printed
      or typed name)

                                    
	
                                      (Title
      if signing on behalf of an entity)

                                    
	 
      
	 
      
	
                                      (Second
      signature—required if securities

                                    
	
                                      will
      be held in more than one name)

                                    
	 
      
	 
      
	
                                      (Printed
      or typed name)

                                    
	
                                      (Title
      if signing on behalf of an
entity)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              	
                      Name
      of
    Investor:  ____________________________________

                    
	 
	
                      Name
      of Authorized
    Signatory:  _________________________

                    
	 
	
                      Title
      of Authorized
    Signatory:  __________________________

                    


            

          

        

      

    

    


    
      {Signature
Page to Investor Questionnaire}

    


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    


    ACCREDITED
INVESTOR DEFINITION

    


    An
accredited investor is one who meets one of the following criteria:

    


    
      	
              1.

            	
              An
      individual whose net worth or joint net worth with a spouse at the time of
      the purchase of the Series C Shares exceeds
  $1,000,000.

            


    

    
      	
              2.

            	
              An
      individual who had income in excess of $200,000 during each of the past
      two years and reasonably expects to reach the same income level in the
      current year.

            


    

    
      	
              3.

            	
              An
      individual whose joint income with a spouse exceeded $300,000 in each of
      the past two years and reasonably expects to reach the same income level
      in the current year.

            


    

    
      	
              4.

            	
              A
      corporation, partnership, business trust or limited liability company,
      which has total assets in excess of $5,000,000 and which has not been
      formed for the specific purpose of acquiring the Series C Shares offered
      hereby.

            


    

    
      	
              5.

            	
              Any
      employee benefit plan within the meaning of ERISA, if the investment
      decision is made by a plan fiduciary, as defined in ERISA § 3(21), which
      is either a bank, savings and loan association, insurance company or
      registered investment adviser, or if the 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.

            


    

    
      	
              6.

            	
              Any
      trust with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Series C Shares offered hereby, whose
      purchase is directed by a “sophisticated person” as described in Rule
      506(b)(2)(ii) under the Securities
Act.

            


    

    
      	
              7.

            	
              A
      director or executive officer of the
Company.

            


    

    
      	
              8.

            	
              Any
      entity (but, with respect to a non-business trust, only a revocable trust)
      that does not qualify as an “accredited investor” under Rule 501(a)(1) of
      the Securities Act but all of whose equity owners are accredited
      investors.

            


    


    
      
         


      

      
        1