Unassociated Document


     

     

     

     

    

      GOLF
        TWO, INC.

      


      


       

      
        
          

        

      

       

      Securities
        Purchase Agreement

      


      
        

         

      Common
        Stock 

       

      
        
          

        

      

      


       

       

       

      
 

      


      CONFIDENTIAL

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      NOTICE
        TO OFFEREES

      


      THE
        SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES
        LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT
        DOES
        NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE
        SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
        BE
        UNLAWFUL. THERE IS NO ESTABLISHED MARKET FOR THE SECURITIES AND THERE CAN
        BE NO
        ASSURANCE THAT SUCH A MARKET WILL EVER DEVELOP OR, IF IT DOES, THAT IT WILL
        CONTINUE.

      


      THE
        SECURITIES ARE BEING SOLD FOR INVESTMENT PURPOSES ONLY, WITHOUT A VIEW TO
        RESALE
        OR DISTRIBUTION THEREOF, AND MAY NOT BE TRANSFERRED, RESOLD OR OFFERED FOR
        RESALE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION
        OR QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
        JURISDICTION, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
        OR
        QUALIFICATION. 

      


      NEITHER
        THE SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OR OTHER
        REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION HAS APPROVED OR
        DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
        THIS
        SECURITIES PURCHASE AGREEMENT OR ANY OF THE OTHER OFFERING DOCUMENTS. ANY
        REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

      


      INVESTORS
        MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY
        JURISDICTION IN WHICH THEY PURCHASE, OFFER OR SELL THE SECURITIES AND MUST
        OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE, OFFER
        OR
        SALE BY IT OF THE SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY
        JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES,
        OFFERS
        OR SALES. THE COMPANY SHALL NOT HAVE ANY RESPONSIBILITY WITH RESPECT TO INVESTOR
        COMPLIANCE THEREWITH.

      


      THE
        DESCRIPTION OF THE COMPANY AND THE OFFERING CONTAINED IN THIS SECURITIES
        PURCHASE AGREEMENT AND THE EXHIBITS HERETO, INCLUDING THE SUMMARY INVESTMENT
        MEMORANDUM ATTACHED HERETO AS EXHIBIT A (COLLECTIVELY, THE “OFFERING MATERIALS”)
        HAVE BEEN PREPARED BY THE COMPANY SOLELY FOR THE PURPOSE OF DESCRIBING THE
        SECURITIES. THE OFFERING MATERIALS CONTAIN SUBSTANTIAL INFORMATION CONCERNING
        THE SECURITIES AND THE COMPANY, AND INVESTORS INTERESTED IN PURCHASING THE
        SECURITIES ARE URGED TO REVIEW THE OFFERING MATERIALS IN THEIR ENTIRETY.
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      THE
        INFORMATION CONTAINED IN THE OFFERING MATERIALS IS ACCURATE ONLY AS OF OCTOBER
        6, 2005. THE DELIVERY OF THE OFFERING MATERIALS SUBSEQUENT TO THAT DATE DOES
        NOT
        IMPLY THAT INFORMATION CONTAINED THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
        TO
        THAT DATE. NO PERSON HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION OR TO
        MAKE
        ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE OFFERING MATERIALS
        AND, IF
        GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
        UPON.

      


      THE
        OFFERING MATERIALS CONTAIN SUMMARIES OF CERTAIN PROVISIONS OF DOCUMENTS RELATING
        TO THE PURCHASE OF THE SECURITIES AS WELL AS SUMMARIES OF VARIOUS PROVISIONS
        OF
        RELEVANT STATUTES AND REGULATIONS. THOSE SUMMARIES DO NOT PURPORT TO BE COMPLETE
        AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL
        DOCUMENTS, STATUTES, AND REGULATIONS, A COPY OF EACH OF WHICH IS AVAILABLE
        ON
        REQUEST. 

      


      THIS
        OFFERING IS MADE SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE
        COMPANY WITHOUT NOTICE AND IS SPECIFICALLY MADE SUBJECT TO THE TERMS DESCRIBED
        IN THE OFFERING MATERIALS. THE COMPANY RESERVES THE RIGHT TO REJECT ANY
        SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT TO ANY INVESTOR LESS SECURITIES
        THEN ORIGINALLY SUBSCRIBED FOR BY SUCH INVESTOR.

      


      INVESTORS
        ARE EXPECTED TO CONDUCT AN INDEPENDENT INVESTIGATION OF THE RISKS POSED BY
        AN
        INVESTMENT IN THE SECURITIES. AN OFFICER OF THE COMPANY IS AVAILABLE TO ANSWER
        QUESTIONS CONCERNING THE COMPANY AND WILL, UPON REQUEST, MAKE AVAILABLE SUCH
        OTHER INFORMATION AS QUALIFIED, POTENTIAL INVESTORS MAY REASONABLY REQUEST
        AND
        THAT CAN BE PROVIDED BY THE COMPANY WITHOUT UNREASONABLE EFFORT OR
        EXPENSE.

      


      INVESTORS
        ARE EXPECTED TO CONSULT THEIR OWN INVESTMENT, LEGAL, TAX AND ACCOUNTING ADVISORS
        TO DETERMINE WHETHER THE SECURITIES CONSTITUTE APPROPRIATE INVESTMENTS FOR
        THEM
        AND THE APPLICABLE LEGAL, TAX, REGULATORY AND ACCOUNTING TREATMENT OF THE
        SECURITIES. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR
        OWN
        EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
        AND RISKS INVOLVED. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
        BEAR
        THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
        TIME.

      


      SOME
        OF THE INFORMATION AND OBLIGATIONS OF THE PARTIES REFERENCED HEREIN ARE SET
        FORTH IN AND WILL BE GOVERNED BY CERTAIN DOCUMENTS DESCRIBED HEREIN OR ATTACHED
        HERETO, AND ALL OF SUCH INFORMATION AND OBLIGATIONS ARE QUALIFIED IN THEIR
        ENTIRETY BY REFERENCE TO SUCH DOCUMENTS.

      


      
        
          ii

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      CONFIDENTIALITY

      


      By
        receiving the Offering Materials, each investor acknowledges and agrees that
        all
        of the information contained herein is of a confidential nature and may be
        regarded as material non-public information under Regulation FD under the
        Securities Exchange Act of 1934, as amended, and that the Offering Materials
        have been furnished to the investor by the Company solely for the purpose
        of
        enabling the investor to consider and evaluate an investment in the Company.
        Each investor further agrees that he, she or it will treat such information
        in a
        confidential manner, will not use such information for any purpose other
        than
        evaluating an investment in the Company, and will not, directly or indirectly,
        disclose or permit his, her or its agents or affiliates to disclose any of
        such
        information without the prior written consent of the Company. Each investor
        also
        agrees to make his, her or its representatives aware of the terms of this
        paragraph and to be responsible for any breach of this agreement by such
        representatives. Likewise, without the prior written consent of the Company,
        no
        investor will, directly or indirectly, make any statements, any public
        announcements, or any release to any trade publication or to the press with
        respect to the subject matter of the Offering Materials. If the investor
        decides
        to not pursue further investigation of the Company or to not participate
        in the
        Offering, the investor agrees to promptly return the Offering Materials and
        any
        accompanying documentation to the Company. Each investor understands that
        the
        United States securities laws provide severe civil and criminal penalties
        for
        those persons trading in securities of the Company while in possession of
        material non-public information.

      



      
        
          iii

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONFIDENTIAL

      


      SECURITIES
        PURCHASE AGREEMENT

      


      THIS
        SECURITIES PURCHASE AGREEMENT (this "Agreement"), entered into as of the
        date
        indicated on the signature page hereof, by and between GOLF TWO, INC., a
        Delaware corporation (the "Company"), and the purchaser or purchasers identified
        on the signature page hereof ("Purchaser").

      


      R
        E C
        I T A L S:

      


      WHEREAS,
        Purchaser desires to purchase and the Company desires to sell shares of common
        stock on the terms and conditions set forth herein.

      


      NOW,
        THEREFORE, in consideration of the premises hereof and the agreements set
        forth
        herein below, the parties hereto hereby agree as follows:

      


      The
        Offering.
        

      


      Private
        Offering.
        The
        securities offered by this Agreement are being offered in a private offering
        (the "Offering") of up to 2,400,000 shares (“Shares”) of common stock, $.001 par
        value per share (“Common Stock”); provided, however, that in the event of any
        over-allotments of Shares during the offering period, the Company reserves
        the
        right to sell in excess of 2,400,000 Shares to cover such over-allotments.
        The
        Shares will be sold on a reasonable “best efforts” basis at a purchase price of
        $.44 per Share (“Purchase Price”) pursuant to Rule 506 of Regulation D and
        Regulation S (to non-U.S. persons), each under the Securities Act of 1933,
        as
        amended (the “Securities Act”). The Shares are being offered solely to a limited
        number of “accredited investors” (including certain non-U.S. persons) as that
        term is defined in Rule 501(a) of the Securities Act during an offering period
        that will terminate at the sole discretion of the Company. The Shares are
        sometimes referred to herein as the “Securities.” The business of the Company
        and certain material risk factors applicable to the Company, its business
        and
        this Offering are described in the Summary Investment Memorandum attached
        hereto
        and made a part hereof as Exhibit
        A. 

      


      Use
        of
        Proceeds.
        Assuming all 2,400,000 Shares are sold, the net proceeds to the Company are
        estimated to be approximately $1,000,000 (after deducting offering expenses
        payable by the Company estimated at $3,200 and assuming payment of the maximum
        amount of fees to brokers and dealers of up to $52,800). The Company intends
        to
        use the net proceeds for general working capital purposes and other general
        corporate purposes, including acquiring a company operating in the logistics
        business.

      


      Placement
        and Finder’s Fees.
        The
        Company reserves the right to pay fees to brokers and dealers in connection
        with
        the sale of the Securities in an amount equal to up to five percent (5%)
        of the
        Purchase Price of such Securities.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Sale
        and Purchase of Securities.
        Subject
        to the terms and conditions hereof, the Company agrees to sell, and Purchaser
        agrees to purchase, the number of Shares specified on the signature page
        of this
        Agreement at a purchase price of $.44 per Share. The aggregate purchase price
        for the Shares shall be as set forth on the signature page hereto (the "Purchase
        Price") and shall be payable upon execution hereof by check or wire transfer
        of
        immediately available funds. All funds representing the Purchase Price will
        be
        held in a segregated account on behalf of the Company (and not available
        for
        general application) until all closing conditions are satisfied. The closing
        conditions consist of: (i) the Company’s acceptance of an executed Agreement;
        and (ii) the occurrence of the “Change of Control Transactions” referred to
        within the Summary Investment Memorandum attached hereto and made a part
        hereof
        as Exhibit A. This Offering will automatically terminate if the closing
        conditions do not occur by November 1, 2005. Thereafter, any funds being
        held on
        behalf of the Company representing the Purchase Price will be returned to
        all
        Purchasers.

       

      Subscription
        Procedure.
        In
        order to purchase Securities, Purchaser shall deliver to the Company, at
        its
        principal executive office identified in Section 16 hereof: (i) one completed
        and duly executed copy of this Agreement; and (ii) immediately available
        funds
        in an amount equal to the Purchase Price. Execution and delivery of this
        Agreement shall constitute an irrevocable subscription for that number of
        Securities set forth on the signature page hereto. Payment for the Securities
        may be made by wire transfer to an account designated by the Company or on
        behalf of the Company or by check made payable to: Golf Two, Inc., 1604 Locust
        Street, Third Floor, Philadelphia, PA 19103. The minimum purchase that may
        be
        made by a Purchaser is 113,636 Shares for a purchase price of $50,000, although
        the Company may, in its sole discretion, accept Agreements for a lesser number
        of Shares. This Agreement may be rejected by the Company, in whole or in
        part,
        in its sole discretion, in which event the Purchase Price will be returned
        (by
        mail) to Purchaser within ten (10) business days thereafter. Unless the Offering
        is otherwise terminated by the Company, as soon as possible after the receipt
        and acceptance by the Company of this Agreement and collection of the funds
        paid
        therefor, the Company will issue certificates for the Shares to
        Purchaser.

      


      Representations
        and Warranties of Purchaser.
        Purchaser represents and warrants to the Company as follows:

      


      Organization
        and Qualification.
        If
        Purchaser is an entity, Purchaser is duly organized, validly existing and
        in
        good standing under the laws of its jurisdiction of organization, with the
        corporate or other entity power and authority to own and operate its business
        as
        presently conducted, except where the failure to be or have any of the foregoing
        would not have a material adverse effect on Purchaser, and Purchaser is duly
        qualified as a foreign corporation or other entity to do business and is
        in good
        standing in each jurisdiction where the character of its properties owned
        or
        held under lease or the nature of their activities makes such qualification
        necessary, except for such failures to be so qualified or in good standing
        as
        would not have a material adverse effect on it.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      If
        Purchaser is an entity, the address of its principal place of business is
        as set
        forth on the signature page hereto, and if Purchaser is an individual, the
        address of its principal residence is as set forth on the signature page
        hereto.

      


      Authority;
        Validity and Effect of Agreement.
        If
        Purchaser is an entity, Purchaser has the requisite corporate or other entity
        power and authority to execute and deliver this Agreement and perform its
        obligations under this Agreement. The execution and delivery of this Agreement
        by Purchaser, the performance by Purchaser of its obligations hereunder and
        all
        other necessary corporate or other entity action on the part of Purchaser
        have
        been duly authorized by its board of directors or similar governing body,
        and no
        other corporate or other entity proceedings on the part of Purchaser is
        necessary for Purchaser to execute and deliver this Agreement and perform
        its
        obligations hereunder. 

      


      This
        Agreement has been duly and validly authorized, executed and delivered by
        Purchaser and, assuming it has been duly and validly executed and delivered
        by
        the Company, constitutes a legal, valid and binding obligation of Purchaser,
        in
        accordance with its terms.

      


      No
        Conflict; Required Filings and Consents.
        Neither
        the execution and delivery of this Agreement by Purchaser nor the performance
        by
        Purchaser of its obligations hereunder will: (i) if Purchaser is an entity,
        conflict with Purchaser’s articles of incorporation or bylaws, or other similar
        organizational documents; (ii) violate any statute, law, ordinance, rule
        or
        regulation, applicable to Purchaser or any of the properties or assets of
        Purchaser; or (iii) violate, breach, be in conflict with or constitute a
        default
        (or an event which, with notice or lapse of time or both, would constitute
        a
        default) under, or permit the termination of any provision of, or result
        in the
        termination of, the acceleration of the maturity of, or the acceleration
        of the
        performance of any obligation of Purchaser under, or result in the creation
        or
        imposition of any lien upon any properties, assets or business of Purchaser
        under, any material contract or any order, judgment or decree to which Purchaser
        is a party or by which it or any of its assets or properties is bound or
        encumbered except, in the case of clauses (ii) and (iii), for such violations,
        breaches, conflicts, defaults or other occurrences which, individually or
        in the
        aggregate, would not have a material adverse effect on its obligation to
        perform
        its covenants under this Agreement.

      


      Accredited
        Investor.
         Purchaser
        is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
        D under the Securities Act. If Purchaser is an entity, Purchaser was not
        formed
        for the specific purpose of acquiring the Securities, and, if it was, all
        of
        Purchaser’s equity owners are “accredited investors” as defined
        above.

      


      No
        Government Review.
        Purchaser understands that neither the United States Securities and Exchange
        Commission (“SEC”) nor any securities commission or other governmental authority
        of any state, country or other jurisdiction has approved the issuance of
        the
        Securities or passed upon or endorsed the merits of the Securities, this
        Agreement, the Summary Investment Memorandum or any of the other documents
        relating to the proposed Offering (collectively, the “Offering Documents”), or
        confirmed the accuracy of, determined the adequacy of, or reviewed this
        Agreement, the Summary Investment Memorandum or the other Offering
        Documents.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Investment
        Intent.
        The
        Securities are being acquired for the Purchaser’s own account for investment
        purposes only, not as a nominee or agent and not with a view to the resale
        or
        distribution of any part thereof, and Purchaser has no present intention
        of
        selling, granting any participation in or otherwise distributing the same.
        By
        executing this Agreement, Purchaser further represents that Purchaser does
        not
        have any contract, undertaking, agreement or arrangement with any person
        to
        sell, transfer or grant participation to such person or third person with
        respect to any of the Securities.

      


      Restrictions
        on Transfer.
        Purchaser understands that the Securities are “restricted securities” as such
        term is defined in Rule 144 under the Securities Act and have not been
        registered under the Securities Act or registered or qualified under any
        state
        securities law, and may not be, directly or indirectly, sold, transferred,
        offered for sale, pledged, hypothecated or otherwise disposed of without
        registration under the Securities Act and registration or qualification under
        applicable state securities laws or the availability of an exemption therefrom.
        In any case where such an exemption is relied upon by Purchaser from the
        registration requirements of the Securities Act and the registration or
        qualification requirements of such state securities laws, Purchaser shall
        furnish the Company with an opinion of counsel stating that the proposed
        sale or
        other disposition of such securities may be effected without registration
        under
        the Securities Act and will not result in any violation of any applicable
        state
        securities laws relating to the registration or qualification of securities
        for
        sale, such counsel and opinion to be satisfactory to the Company. Purchaser
        acknowledges that it is able to bear the economic risks of an investment
        in the
        Securities for an indefinite period of time, and that its overall commitment
        to
        investments that are not readily marketable is not disproportionate to its
        net
        worth.

      


      Investment
        Experience.
        Purchaser has such knowledge, sophistication and experience in financial,
        tax
        and business matters in general, and investments in securities in particular,
        that it is capable of evaluating the merits and risks of this investment
        in the
        Securities, and Purchaser has made such investigations in connection herewith
        as
        it deemed necessary or desirable so as to make an informed investment decision
        without relying upon the Company for legal or tax advice related to this
        investment. In making its decision to acquire the Securities, Purchaser has
        not
        relied upon any information other than information provided to Purchaser
        by the
        Company or its representatives and contained herein and in the other Offering
        Documents.

      


      Access
        to Information.
        Purchaser acknowledges that it has had access to and has reviewed all documents
        and records relating to the Company, including, but not limited to, the
        Company’s Schedule 14f filed with the SEC on September 28, 2005, that it has
        deemed necessary in order to make an informed investment decision with respect
        to an investment in the Securities; that it has had the opportunity to ask
        representatives of the Company certain questions and request certain additional
        information regarding the terms and conditions
        of such investment and the finances, operations, business and prospects of
        the
        Company and has had any and all such questions and requests answered
        to its satisfaction; and that it understands the risks and other considerations
        relating to such investment.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reliance
        on Representations. Purchaser
        understands that the Securities are being offered and sold to it in reliance
        on
        specific exemptions from the registration requirements of the federal and
        state
        securities laws and that the Company is relying in part upon the truth and
        accuracy of, and such Purchaser’s compliance with, the representations,
        warranties, agreements, acknowledgments and understandings of such Purchaser
        set
        forth herein in order to determine the availability of such exemptions and
        the
        eligibility of such Purchaser to acquire the Securities. Purchaser
        represents and warrants to the Company that any information that Purchaser
        has
        heretofore furnished or furnishes herewith to the Company is complete and
        accurate, and further represents and warrants that it will notify and supply
        corrective information to the Company immediately upon the occurrence of
        any
        change therein occurring prior to the Company's issuance of the Securities.
        Within five (5) days after receipt of a request from the Company, Purchaser
        will
        provide such information and deliver such documents as may reasonably be
        necessary to comply with any and all laws and regulations to which the Company
        is subject.

      


      No
        General Solicitation.
        Purchaser is unaware of, and in deciding to participate in the Offering is
        in no
        way relying upon, and did not become aware of the Offering through or as
        a
        result of, any form of general solicitation or general advertising including,
        without limitation, any article, notice, advertisement or other communication
        published in any newspaper, magazine or similar media, or broadcast over
        television or radio or the internet, in connection with the
        Offering.

      


      Placement
        and Finder’s Fees. 
        No
        agent, broker, investment banker, finder, financial advisor or other person
        acting on behalf of Purchaser or under its authority is or will be entitled
        to
        any broker’s or finder’s fee or any other commission or similar fee, directly or
        indirectly, in connection with the Offering, and no person is entitled to
        any
        fee or commission or like payment in respect thereof based in any way on
        agreements, arrangements or understanding made by or on behalf of
        Purchaser.

      


      Investment
        Risks.
        Purchaser understands that purchasing Securities in the Offering will subject
        Purchaser to certain risks, including, but not limited to, those set forth
        under
        the caption “Risk Factors” in the Summary Investment Memorandum.

      


      Legends.
        (i) The
        certificates and agreements evidencing the Securities shall have endorsed
        thereon the following legend (and appropriate notations thereof will be made
        in
        the Company's stock transfer books), and
        stop
        transfer instructions reflecting these restrictions on transfer will be placed
        with the transfer agent of the Securities:

      


      


      “THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES
        REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT,
        AND
        WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD,
        TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO
        THE
        ISSUER THAT SUCH
        TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933,
        AS
        AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES
        LAWS.”

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)
        With
        respect to Shares purchased under Regulation S, I acknowledge that all
        certificates representing Shares will be endorsed with the following legend
        in
        accordance with Regulation S promulgated under the Securities
        Act:

      


      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933 (THE “ACT”) AND HAVE BEEN ISSUED IN RELIANCE ON AN
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
        REGULATION S PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE
        REOFFERED
        FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
        PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION
        UNDER THE
        ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
        HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
        IN
        COMPLIANCE WITH THE ACT”

      


      Shares
        Purchased by Non-U.S. Persons (i)
        With
        respect to Shares purchased under Regulation S, Purchaser agrees that the
        Company will refuse to register any transfer of the Shares that is not made
        in
        accordance with the provisions of Regulation S of the Act, pursuant
        to
        registration under the  Securities Act, or pursuant to an available
        exemption from registration;(ii) With respect to Shares purchased under
        Regulation S, Purchaser is not a “U.S. Person” as defined by Regulation S
        promulgated under the Securities Act and Purchaser is not acquiring the Shares
         for the account or benefit of a U.S. Person. A “U.S. Person” is defined by
        Regulation S promulgated under the Securities Act to be any person
        who
        is:

       

      
        
          	 	
                  ·

                	any natural person resident in the United
                  States;


        

        
          	 	
                  ·

                	any partnership or corporation organized or
                  incorporated
                  under the laws of the United States;


        

        
          	 	
                  ·

                	
                  any
                    estate of which any executor or administrator is a U.S.
                    person;

                


        

      

      
        	 	
                ·

              	
                any
                  trust of which any trustee is a U.S.
                  person;

              


      

      
        	 	
                ·

              	
                any
                  agency or branch of a foreign entity located in the United
                  States;

              


      

      
        	 	
                ·

              	
                any
                  non-discretionary account or similar account (other than an estate
                  or
                  trust) held by a dealer or other fiduciary organized, incorporate,
                  or (if
                  an individual) resident in the United States;
                  and

              


      

      
        	 	
                ·

              	
                any
                  partnership or corporation if: organized or incorporated under
                  the laws of
                  any foreign jurisdiction; and formed by a U.S. person principally
                  for the
                  purpose of investing in securities not registered under the Act,
                  unless it
                  is organized or incorporated, and owned, by accredited investors
                  as
                  defined in Section 230.501(a) of the Act who are not natural persons,
                  estates or trusts.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Representations
        and Warranties of the Company.
        The
        Company represents and warrants to Purchaser as follows:

      


      Organization
        and Qualification.
        The
        Company is duly organized, validly existing and in good standing under the
        laws
        of its jurisdiction of organization, with the corporate power and authority
        to
        own and operate its business as presently conducted, except where the failure
        to
        be or have any of the foregoing would not have a material adverse effect
        on the
        Company. The Company is duly qualified as a foreign corporation or other
        entity
        to do business and is in good standing in each jurisdiction where the character
        of its properties owned or held under lease or the nature of their activities
        makes such qualification necessary, except for such failures to be so qualified
        or in good standing as would not have a material adverse effect on the
        Company.

      


      Authority;
        Validity and Effect of Agreement.
        

      


      (i) The
        Company has the requisite corporate power and authority to execute and deliver
        this Agreement, perform its obligations under this Agreement, and conduct
        the
        Offering. The execution and delivery of this Agreement by the Company, the
        performance by the Company of its obligations hereunder, the Offering and
        all
        other necessary corporate action on the part of the Company have been duly
        authorized by its board of directors, and no other corporate proceedings
        on the
        part of the Company are necessary to authorize this Agreement or the Offering.
        This Agreement has been duly and validly executed and delivered by the Company
        and, assuming that it has been duly authorized, executed and delivered by
        Purchaser, constitutes a legal, valid and binding obligation of the Company,
        in
        accordance with its terms, subject to the effects of bankruptcy, insolvency,
        fraudulent conveyance, reorganization, moratorium and other similar laws
        relating to or affecting creditors’ rights generally, general equitable
        principles (whether considered in a proceeding in equity or at law) and an
        implied covenant of good faith and fair dealing.

      


      (ii) The
        Shares have been duly authorized and, when issued and paid for in accordance
        with this Agreement, will be validly issued, fully paid and non-assessable
        shares of Common Stock with no personal liability resulting solely from the
        ownership of such shares and will be free and clear of all liens, charges,
        restrictions, claims and encumbrances imposed by or through the Company.
        

      


      No
        Conflict; Required Filings and Consents.
        Neither
        the execution and delivery of this Agreement by the Company nor the performance
        by the Company of its obligations hereunder will: (i) conflict with the
        Company’s certificate of incorporation or bylaws; (ii) violate any statute, law,
        ordinance, rule or regulation, applicable to the Company or any of the
        properties or assets of the Company; or (iii) violate, breach, be in conflict
        with or constitute a default (or an event which, with notice or lapse of
        time or
        both, would constitute a default) under, or permit the termination of any
        provision of, or result in the termination of, the acceleration
        of the maturity of, or the acceleration of the performance of any obligation
        of
        the Company, or result in the creation or imposition of any lien upon any
        properties, assets or business of the Company under, any material contract
        or
        any order, judgment or decree to which the Company is a party or by which
        it or
        any of its assets or properties is bound or encumbered except, in the case
        of
        clauses (ii) and (iii), for such violations, breaches, conflicts, defaults
        or
        other occurrences which, individually or in the aggregate, would not have
        a
        material adverse effect on its obligation to perform its covenants under
        this
        Agreement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Placement
        and Finder’s Fees.
        Except
        as provided in Section 1(c), neither the Company nor any of its respective
        officers, directors, employees or managers, has employed any broker, dealer,
        finder, advisor or consultant, or incurred any liability for any investment
        banking fees, brokerage fees, commissions or finders’ fees, advisory fees or
        consulting fees in connection with the Offering for which the Company has
        or
        could have any liability. 

      


      Indemnification.
        Purchaser agrees to indemnify, defend and hold harmless the Company and its
        respective affiliates and agents from and against any and all demands, claims,
        actions or causes of action, judgments, assessments, losses, liabilities,
        damages or penalties and reasonable attorneys' fees and related disbursements
        incurred by the Company that arise out of or result from a breach of any
        representations or warranties made by Purchaser herein, and Purchaser agrees
        that in the event of any breach of any representations or warranties made
        by
        Purchaser herein, the Company may, at its option, forthwith rescind the sale
        of
        the Shares to Purchaser.

      


      Registration
        Rights.
        Purchaser shall be entitled to the rights and subject to the obligations
        set
        forth below:

      


      6.1 For
        the
        purpose of this Section 6, the following definitions shall apply:

      


      "Exchange
        Act"
        shall
        mean the Securities Exchange Act of 1934, as amended, and the rules and
        regulations of the SEC thereunder, all as the same shall be in effect at
        the
        time.

      


      "Person"
        shall
        mean an individual, partnership (general or limited), corporation, limited
        liability company, joint venture, business trust, cooperative, association
        or
        other form of business organization, whether or not regarded as a legal entity
        under applicable law, a trust (inter vivos or testamentary), an estate of
        a
        deceased, insane or incompetent person, a quasi-governmental entity, a
        government or any agency, authority, political subdivision or other
        instrumentality thereof, or any other entity.

      


      “Register,”“registered,”
        and
“registration”
        shall
        refer to a registration effected by preparing and filing a registration
        statement in compliance with the Securities Act, and the declaration or
        order
        of effectiveness of such registration statement or document by the
        SEC.

      


      "Registration
        Statement"
        shall
        mean any registration statement of the Company filed with the SEC pursuant
        to
        the provisions of Section 6.2 of this Agreement, which covers the
        resale of
        the
        Restricted Stock on an appropriate form then permitted by the SEC to be used
        for
        such registration and the sales contemplated to be made thereby under the
        Securities Act, or any similar rule that may be adopted by the SEC, and all
        amendments and supplements to such registration statement, including any
        pre-
        and post- effective amendments thereto, in each case including the prospectus
        contained therein, all exhibits thereto and all materials incorporated by
        reference therein.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      "Restricted
        Stock"
        shall
        mean (i) the Shares; and (ii) any additional shares of Common Stock of the
        Company issued or issuable after the date hereof in respect of any of the
        foregoing securities, by way of a stock dividend or stock split; provided
        that
        as to any particular shares of Restricted Stock, such securities shall cease
        to
        constitute Restricted Stock when (x) a Registration Statement with respect
        to
        the sale of such securities shall have become effective under the Securities
        Act
        and such securities shall have been disposed of thereunder, (y) such securities
        are permitted to be transferred pursuant to Rule 144(k) (or any successor
        provision to such rule) under the Securities Act or (z) such securities are
        otherwise freely transferable to the public without further registration
        under
        the Securities Act.

      


      "Selling
        Stockholders"
        shall
        mean Purchaser and any other purchaser of Shares in the Offering, and their
        respective successors and assigns.

      


      6.2. Registration
        of the Shares.

      


      (a) The
        Company shall notify all Selling Stockholders in writing at least ten (10)
        days
        prior to the filing of any registration statement under the Securities Act
        for
        purposes of registering securities of the Company, excluding registration
        statements on SEC Forms S-4, S-8 or any similar or successor forms, and will
        afford each such Selling Stockholder an opportunity to include in such
        registration statement all or part of such Restricted Stock held by such
        Selling
        Stockholder. Each Selling Stockholder desiring to include in any such
        registration statement all or any part of the Restricted Stock held by it
        shall,
        within five (5) days after the above-described notice from the Company, so
        notify the Company in writing. Such notice shall state the intended method
        of
        disposition of the Restricted Stock by such Selling Stockholder. If a Selling
        Stockholder decides not to include all of its Restricted Stock in any
        registration statement thereafter filed by the Company, such Selling Stockholder
        shall nevertheless continue to have the right to include any Restricted Stock
        in
        any subsequent registration statement or registration statements as may be
        filed
        by the Company with respect to offerings of its securities, all upon the
        terms
        and conditions set forth herein. The Company may, without the consent of
        the
        Selling Stockholders, withdraw such registration statement prior to its becoming
        effective if the proposal to register the securities proposed to be registered
        thereby is abandoned.

      (b)
         In
        the
        event that any registration pursuant to Section 6.2(a) shall be, in whole
        or in
        part, an underwritten public offering of Common Stock on behalf of the Company,
        all Purchasers proposing to distribute their Restricted Stock through such
        underwriting shall enter into an underwriting agreement in customary form
        with
        the underwriter or underwriters selected for such underwriting by the Company.
        If the managing underwriter thereof advises the Company in writing that in
        its
        opinion the number of securities requested to be included in such registration
        exceeds the number which can be sold in an orderly manner in such offering
        within a price range acceptable to the Company, the Company shall include
        in
        such registration (i) first, the securities the Company proposes to sell,
        and
        (ii) second, the Restricted Stock and any other registrable securities eligible
        and requested to be included in such registration to the extent that the
        number
        of shares to be registered under this clause (ii) will not, in the opinion
        of
        the managing underwriter, adversely affect the offering of the securities
        pursuant to clause (i). In such a case, shares shall be registered pro rata
        among the holders of such Restricted Stock and registrable securities on
        the
        basis of the number of shares eligible for registration that are owned by
        all
        such holders and requested to be included in such registration. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c) Notwithstanding
        anything to the contrary contained herein, the Company's obligation in Sections
        6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted
        Stock in a Registration Statement. The Company shall have no obligation to
        assure the terms and conditions of distribution, to obtain a commitment from
        an
        underwriter relative to the sale of the Restricted Stock or to otherwise
        assume
        any responsibility for the manner, price or terms of the distribution of
        the
        Restricted Stock. 

      


      (d) The
        Company shall have the right to terminate or withdraw any registration initiated
        by it under this Section 6.2 prior to the effectiveness of such registration
        without thereby incurring liability to the holders of the Restricted Stock,
        regardless of whether any holder has elected to include securities in such
        registration. The Registration Expenses (as defined in Section 6.5) of such
        withdrawn registration shall be borne by the Company in accordance with
        Section 6.4 hereof.

      


      6.3. Registration
        Procedures.
        Whenever it is obligated to register any Restricted Stock pursuant to this
        Agreement, the Company shall:

      


      (a) prepare
        and file with the SEC a Registration Statement with respect to the Restricted
        Stock in the manner set forth in Section 6.2 hereof and use its reasonable
        best
        efforts to cause such Registration Statement to become effective as promptly
        as
        possible and to remain effective until the earlier of (i) the sale of all
        shares
        of Restricted Stock covered thereby, (ii) the availability under Rule 144
        for
        the Selling Stockholder to immediately, freely resell without restriction
        all
        Restricted Stock covered thereby, or (iii) two (2) years from the date of
        this
        Agreement;

      


      (b) prepare
        and file with the SEC such amendments (including post-effective amendments)
        and
        supplements to such Registration Statement and the prospectus used in connection
        therewith as may be necessary to keep such Registration Statement effective
        for
        the period specified in Section 6.3(a) above and to comply with the provisions
        of the Act with respect to the disposition of all Restricted Stock covered
        by
        such Registration Statement in accordance with the intended method of
        disposition set forth in such Registration Statement for such
        period;

      


      (c) furnish
        to the Selling Stockholders such number of copies of the Registration Statement
        and the prospectus included therein (including each preliminary prospectus)
        as
        such person may reasonably request in order to facilitate the public sale
        or
        other disposition of the Restricted Stock covered by such Registration
        Statement;

      


      (d) use
        its
        reasonable best efforts to register or qualify the Restricted Stock covered
        by
        such Registration Statement under the state securities laws of such
        jurisdictions as any Selling Stockholder shall reasonably request; provided,
        however,
        that
        the Company shall not for any such purpose be required to qualify generally
        to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified or to consent to general service of process in any such
        jurisdiction;

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e) in
        the
        event of any underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary form,
        with
        the managing underwriter(s) of such offering. Each Selling Stockholder
        participating in such underwriting shall also enter into and perform its
        obligations under such an agreement, as described in Section
        6.2(b);

      


      (f) immediately
        notify each Selling Stockholder at any time when a prospectus relating thereto
        is required to be delivered under the Act, of the happening of any event
        as a
        result of which the prospectus contained in such Registration Statement,
        as then
        in effect, includes an untrue statement of a material fact or omits to state
        a
        material fact required or necessary to be stated therein in order to make
        the
        statements contained therein not misleading in light of the circumstances
        under
        which they were made. The Company will use reasonable efforts to amend or
        supplement such prospectus in order to cause such prospectus not to include
        any
        untrue statement of a material fact or omit to state a material fact required
        to
        be stated therein or necessary to make the statements therein not misleading
        in
        the light of the circumstances under which they were made;

      


      (g) prepare
        and file with the SEC such amendments and supplements to such Registration
        Statement and the prospectus used in connection with such Registration Statement
        as may be necessary to comply with the provisions of the Securities Act with
        respect to the disposition of all securities covered by such Registration
        Statement;

      


      (h) use
        its
        reasonable best efforts to list the Restricted Stock covered by such
        Registration Statement on each exchange or automated quotation system on
        which
        similar securities issued by the Company are then listed (with the listing
        application being made at the time of the filing of such Registration Statement
        or as soon thereafter as is reasonably practicable); 

      


      (i) notify
        each Selling Stockholder of any threat by the SEC or state securities commission
        to undertake a stop order with respect to sales under the Registration
        Statement; and 

      


      (j) cooperate
        in the timely removal of any restrictive legends from the shares of Restricted
        Stock in connection with the resale of such shares covered by an effective
        Registration Statement.

      


      6.4. Delay
        of Registration. 
        No
        Selling Stockholder shall have any right to obtain or seek an injunction
        restraining or otherwise delaying any such registration as the result of
        any
        controversy that might arise with respect to the interpretation or
        implementation of this Section 6.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      6.5 Expenses.

      


      (a) For
        the
        purposes of this Section 6.5, the term "Registration Expenses" shall mean:
        all
        expenses incurred by the Company in complying with Section 6.2 of this
        Agreement, including, without limitation, all registration and filing fees,
        printing expenses, fees and disbursements of counsel and independent public
        accountants for the Company, fees under state securities laws, fees of the
        National Association of Securities Dealers, Inc. ("NASD"), fees and expenses
        of
        listing shares of Restricted Stock on any securities exchange or automated
        quotation system on which the Company's shares are listed and fees of transfer
        agents and registrars. The term "Selling Expenses" shall mean: all underwriting
        discounts and selling commissions applicable to the sale of Restricted Stock
        and
        all accountable or non-accountable expenses paid to any underwriter in respect
        of such sale.

      


      (b) Except
        as
        otherwise provided herein, the Company will pay all Registration Expenses
        in
        connection with the Registration Statements filed pursuant to Section 6.2
        of
        this Agreement. All Selling Expenses in connection with any Registration
        Statements filed pursuant to Section 6.1 of this Agreement shall be borne
        by the
        Selling Stockholders pro rata on the basis of the number of shares registered
        by
        each Selling Stockholder whose shares of Restricted Stock are covered by
        such
        Registration Statement, or by such persons other than the Company (except
        to the
        extent the Company may be a seller) as they may agree.

      


      6.6. Obligations
        of the Selling Stockholders.

      


      (a) In
        connection with each registration hereunder, each Selling Stockholder will
        furnish to the Company in writing such information with respect to it and
        the
        securities held by it and the proposed distribution by it, as shall be
        reasonably requested by the Company in order to assure compliance with
        applicable federal and state securities laws as a condition precedent to
        including the Selling Stockholder's Restricted Stock in the Registration
        Statement. Each Selling Stockholder shall also promptly notify the Company
        of
        any changes in such information included in the Registration Statement or
        prospectus as a result of which there is an untrue statement of material
        fact or
        an omission to state any material fact required or necessary to be stated
        therein in order to make the statements contained therein not misleading
        in
        light of the circumstances under which they were made.

      


      (b) In
        connection with the filing of the Registration Statement, each Selling
        Stockholder shall furnish to the Company in writing such information and
        affidavits as the Company reasonably requests for use in connection with
        such
        Registration Statement or prospectus.

      


      (c) In
        connection with each registration pursuant to this Agreement, each Selling
        Stockholder agrees that it will not effect sales of any Restricted Stock
        until
        notified by the Company of the effectiveness of the Registration Statement,
        and
        thereafter will suspend such sales after receipt of telegraphic or written
        notice from the Company to suspend sales to permit the Company to correct
        or
        update a Registration Statement or prospectus. At the end of any period during
        which the Company is obligated to keep a Registration Statement current,
        each
        Selling Stockholder shall discontinue sales of Restricted Stock pursuant
        to such
        Registration Statement upon receipt of notice from the Company of its intention
        to remove from registration the Restricted Stock covered by such Registration
        Statement that remains unsold, and each Selling Stockholder shall notify
        the
        Company of the number of shares registered which remain unsold immediately
        upon
        receipt of such notice from the Company.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.7. Information
        Blackout and Holdbacks.

      


      (a) At
        any
        time when a Registration Statement effected pursuant to Section 6.2 is
        effective, upon written notice from the Company to Purchaser that the Company
        has determined in good faith that the sale of Restricted Stock pursuant to
        the
        Registration Statement would require disclosure of non-public material
        information, each Selling Stockholder shall suspend sales of Restricted Stock
        pursuant to such Registration Statement until such time as the Company notifies
        the Selling Stockholders that such material information has been disclosed
        to
        the public or has ceased to be material, or that sales pursuant to such
        Registration Statement may otherwise be resumed.

      


      (b) Notwithstanding
        any other provision of this Agreement, in the event that the Company undertakes
        a primary offering of shares of its unissued Common Stock, which may also
        include other securities (a "Primary Offering"), in which all of the shares
        of
        Restricted Stock are not included (such shares not included being the “Excluded
        Shares”), the Selling Stockholder shall not effect any public sale or
        distribution (including sales pursuant to Rule 144 under the Securities Act),
        if
        and when available, of any of the Excluded Shares, during the thirty (30)
        days
        prior to the commencement of any such Primary Offering and ending one hundred
        twenty (120) days after completion of any such Primary Offering, unless the
        Company, in the case of a non-underwritten Primary Offering, or the managing
        underwriter, in the case of an underwritten Primary Offering, otherwise
        agree.

      


      6.8. Indemnification.

      


      (a) The
        Company agrees to indemnify, to the extent permitted by law, each Selling
        Stockholder, such Selling Stockholder’s respective partners, officers,
        directors, underwriters and each Person who controls any Selling Stockholder
        (within the meaning of the Securities Act) against all losses, claims, damages,
        liabilities and expenses caused by (i) any untrue statement of or alleged
        untrue
        statement of material fact contained in the Registration Statement, prospectus
        or preliminary prospectus or any amendment or supplement thereto, (ii) any
        omission of or alleged omission of a material fact required to be stated
        therein
        or necessary to make the statements therein not misleading, or (iii) any
        violation or alleged violation by the Company of the Securities Act, the
        Exchange Act, any state securities law or any rule or regulation promulgated
        under the Securities Act, the Exchange Act or any state securities law in
        connection with the offering covered by such registration statement
        (“Violations”); provided,
        however,
        that
        the indemnity agreement contained in this Section 6.8(a) shall not
        apply to
        amounts paid in settlement of any such loss, claim, damage, liability or
        action
        if such settlement is effected without the consent of the Company, which
        consent
        shall not be unreasonably withheld, nor shall the Company be liable in for
        any
        loss, claim, damage, liability or action to the extent that it arises out
        of or
        is based upon a Violation which occurs in reliance upon and in conformity
        with
        written information furnished expressly for use in connection with such
        registration by such Selling Stockholder, partner, officer, director,
        underwriter or controlling person of such Selling Stockholder.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b) To
        the
        extent permitted by law, each Selling Stockholder shall indemnify and hold
        harmless the Company, each of its directors, its officers and each person,
        if
        any, who controls the Company within the meaning of the Securities Act, any
        underwriter and any other Selling Stockholder selling securities under such
        registration statement or any of such other Selling Stockholder’s partners,
        directors or officers or any person who controls such Selling Stockholder,
        against any losses, claims, damages or liabilities (joint or several) to
        which
        the Company or any such director, officer, controlling person, underwriter
        or
        other such Selling Stockholder, or partner, director, officer or controlling
        person of such other Selling Stockholder, may become subject under the
        Securities Act, the Exchange Act or other federal or state law, insofar as
        such
        losses, claims, damages or liabilities (or actions in respect thereto) arise
        out
        of or are based upon any Violation, in each case to the extent (and only
        to the
        extent) that such Violation (i) occurs in reliance upon and in conformity
        with
        written information furnished by such Selling Stockholder to the Company
        for use
        in connection with such registration, (ii) occurs as a result of any failure
        to
        deliver a copy of the prospectus relating to such Registration Statement,
        or
        (iii) occurs as a result of any disposition of the Restricted Stock in a
        manner
        that fails to comply with the permitted methods of distribution identified
        within the Registration Statement.

      


      (c) Any
        Person entitled to indemnification hereunder shall (i) give prompt written
        notice to the indemnifying party of any claim with respect to which it seeks
        indemnification (provided that the failure to give prompt notice shall not
        impair any Person's right to indemnification hereunder to the extent such
        failure has not prejudiced the indemnifying party), and (ii) unless in such
        indemnified party's reasonable judgment a conflict of interest between such
        indemnified and indemnifying parties may exist with respect to such claim,
        permit such indemnifying party to assume the defense of such claim with counsel
        reasonably satisfactory to the indemnified party. If such defense is assumed,
        the indemnifying party shall not be subject to any liability for any settlement
        made by the indemnified party without its consent (but such consent shall
        not be
        unreasonably withheld). An indemnifying party who is not entitled to, or
        elects
        not to, assume the defense of a claim shall not be obligated to pay the fees
        and
        expenses of more than one counsel for all parties indemnified by such
        indemnifying party with respect to such claim, unless in the reasonable judgment
        of any indemnified party a conflict of interest may exist between such
        indemnified party and any other of such indemnified parties with respect
        to such
        claim.

      


      (d)
         If
        the
        indemnification provided for in this Section 6.8 is held by a court
        of
        competent jurisdiction to be unavailable to an indemnified party with respect
        to
        any losses, claims, damages or liabilities referred to herein, the indemnifying
        party, in lieu of indemnifying such indemnified party thereunder, shall to
        the
        extent permitted by applicable law contribute to the amount paid or payable
        by
        such indemnified party as a result of such loss, claim, damage or liability
        in
        such proportion as is appropriate to reflect the relative fault of the
        indemnifying party on the one hand and of the indemnified party on the other
        in
        connection with the violation(s) described in Section 6.8(a) that resulted
        in
        such loss, claim, damage or liability, as well as any other relevant equitable
        considerations. The relative fault of the indemnifying party and of the
        indemnified party shall be determined by a court of law by reference to,
        among
        other things, whether the untrue or alleged untrue statement of a material
        fact
        or the omission to state a material fact relates to information supplied
        by the
        indemnifying party or by the indemnified party and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        statement or omission; provided,
        that in
        no event shall any contribution by a Selling Stockholder hereunder exceed
        the
        net proceeds from the offering received by such Selling
        Stockholder.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e) The
        indemnification provided for under this Agreement shall remain in full force
        and
        effect regardless of any investigation made by or on behalf of the indemnified
        party or any officer, director or controlling Person of such indemnified
        party
        and shall survive the transfer of securities. The Company also agrees to
        make
        such provisions as are reasonably requested by any indemnified party for
        contribution to such party in the event the Company's indemnification is
        unavailable for any reason. 

      


      Confidentiality.
        Purchaser acknowledges and agrees that:

      


      All
        of
        the information contained herein and in the other Offering Documents is of
        a
        confidential nature and may be regarded as material non-public information
        under
        Regulation FD of the Securities Act.

      


      This
        Agreement and the other Offering Documents have been furnished to Purchaser
        by
        the Company for the sole purpose of enabling Purchaser to consider and evaluate
        an investment in the Company, and will be kept confidential by Purchaser
        and not
        used for any other purpose.

      


      The
        information contained herein shall not, without the prior written consent
        of the
        Company, be disclosed by Purchaser to any person or entity, other than
        Purchaser’s personal financial and legal advisors for the sole purpose of
        evaluating an investment in the Company, and Purchaser will not, directly
        or
        indirectly, disclose or permit Purchaser’s personal financial and legal advisors
        to disclose, any of such information without the prior written consent of
        the
        Company.

      


      Purchaser
        shall make its representatives aware of the terms of this section and to
        be
        responsible for any breach of this Agreement by such representatives.


      


      Purchaser
        shall not, without the prior written consent of the Company, directly or
        indirectly, make any statements, public announcements or release to trade
        publications or the press with respect to the subject matter of this Agreement
        and the other Offering Documents. 

      


      If
        Purchaser decides to not pursue further investigation of the Company or to
        not
        participate in the Offering, Purchaser will promptly return this Agreement,
        the
        other Offering Documents and any accompanying documentation to the
        Company.

      


      Non-Public
        Information. Purchaser
        acknowledges that information concerning the matters that are the subject
        matter
        of this Agreement may constitute material non-public information under United
        States federal securities laws, and that United States federal securities
        laws
        prohibit any person who has received material non-public information relating
        to
        the Company from purchasing or selling securities of the Company, or from
        communicating such information to any person under circumstances in which
        it is
        reasonably foreseeable that such person is likely to purchase or sell securities
        of the Company. Accordingly, until such time as any such non-public information
        has been adequately disseminated to the public, Purchaser shall not purchase
        or
        sell any securities of the Company, or communicate such information to any
        other
        person.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Entire
        Agreement.
        This
        Agreement contains the entire agreement between the parties and supersedes
        all
        prior agreements and understandings, both written and oral, between the parties
        with respect to the subject matter hereto, and no party shall be liable or
        bound
        to any other party in any manner by any warranties, representations, guarantees
        or covenants except as specifically set forth in this Agreement. Nothing
        in this
        Agreement, express or implied, is intended to confer upon any party other
        than
        the parties hereto or their respective successors and assigns any rights,
        remedies, obligations or liabilities under or by reason of this Agreement,
        except as expressly provided in this Agreement.

      


      Amendment
        and Modification.
        This
        Agreement may not be amended, modified or supplemented except by an instrument
        or instruments in writing signed by the party against whom enforcement of
        any
        such amendment, modification or supplement is sought.

       

      Extensions
        and Waivers.
        At any
        time prior to the Closing, the parties hereto entitled to the benefits of
        a term
        or provision may (a) extend the time for the performance of any of the
        obligations or other acts of the parties hereto, (b) waive any inaccuracies
        in
        the representations and warranties contained herein or in any document,
        certificate or writing delivered pursuant hereto, or (c) waive compliance
        with
        any obligation, covenant, agreement or condition contained herein. Any agreement
        on the part of a party to any such extension or waiver shall be valid only
        if
        set forth in an instrument or instruments in writing signed by the party
        against
        whom enforcement of any such extension or waiver is sought. No failure or
        delay
        on the part of any party hereto in the exercise of any right hereunder shall
        impair such right or be construed to be a waiver of, or acquiescence in,
        any
        breach of any representation, warranty, covenant or agreement.

      


      Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and assigns, provided, however, that no party
        hereto may assign its rights or delegate its obligations under this Agreement
        without the express prior written consent of the other party hereto. Except
        as
        provided in Section 5, nothing in this Agreement is intended to confer upon
        any
        person not a party hereto (and their successors and assigns) any rights,
        remedies, obligations or liabilities under or by reason of this
        Agreement.

      


      Survival
        of Representations, Warranties and Covenants.
        The
        representations and warranties contained herein shall survive the Closing
        and
        shall thereupon terminate 18 months from the Closing, except that the
        representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive
        indefinitely. All covenants and agreements contained herein which by their
        terms
        contemplate actions following the Closing shall survive the Closing and remain
        in full force and effect in accordance with their terms. All other covenants
        and
        agreements contained herein shall not survive the Closing and shall thereupon
        terminate.

      


      Headings;
        Definitions.
        The
        Section headings contained in this Agreement are inserted for convenience
        of
        reference only and will not affect the meaning or interpretation of this
        Agreement. All references to Sections contained herein mean Sections of
        this Agreement
        unless otherwise stated. All capitalized terms defined herein are equally
        applicable to both the singular and plural forms of such terms 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Severability.
        If any
        provision of this Agreement or the application thereof to any person or
        circumstance is held to be invalid or unenforceable to any extent, the remainder
        of this Agreement shall remain in full force and effect and shall be reformed
        to
        render the Agreement valid and enforceable while reflecting to the greatest
        extent permissible the intent of the parties.

      


      Notices.
        All
        notices hereunder shall be sufficiently given for all purposes hereunder
        if in
        writing and delivered personally, sent by documented overnight delivery service
        or, to the extent receipt is confirmed, telecopy, telefax or other electronic
        transmission service to the appropriate address or number as set forth
        below:

      


      If
        to
        the Company:

      


      Golf
        Two,
        Inc.

      1604
        Locust Street

      Third
        Floor

      Philadelphia,
        PA 19103

      Attention:
        Bohn H. Crain 

                         Chief
        Executive Officer

      


      If
        to
        Purchaser:

      


      To
        that
        address indicated on the signature page hereof.

      


      


      Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        Commonwealth of Pennsylvania, without regard to the laws that might otherwise
        govern under applicable principles of conflicts of laws thereof, except to
        the
        extent that the General Corporation Law of the State of Delaware shall apply
        to
        the internal corporate governance of the Company.

      


      Arbitration. If
        a
        dispute arises as to the interpretation of this Agreement, it shall be decided
        in an arbitration proceeding conforming to the Rules of the American Arbitration
        Association applicable to commercial arbitration then in effect at the time
        of
        the dispute. The arbitration shall take place in Philadelphia, Pennsylvania.
        The
        decision of the arbitrators shall be conclusively binding upon the parties
        and
        final, and such decision shall be enforceable as a judgment in any court
        of
        competent jurisdiction. The parties shall share equally the costs of the
        arbitration.

      


      Counterparts.
        This
        Agreement may be executed and delivered by facsimile in two or more
        counterparts, each of which shall be deemed to be an original, but all of
        which
        together shall constitute one and the same agreement. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused
        this Agreement to be executed as of the date set forth below.

      


      
        	
                 

                 

                 

                Date:                                                                           
                  

              	
                PURCHASER

                 

                 

                                                                             
                  

                 

                 

                By:
                                                                                            
                  

                Name:

                Title:

                Address:                                                         

                                                                                         

                
                                                                                           

                

              
	 	 
	 	 
	 	
                Number
                  of Shares Purchased:  
                                            
                  

                 

                Purchase
                  Price

                @
                  $.44 per Share:
                  $                                               
                  

              
	 	 
	 	 
	
                 

                 

                 

                Date:                                                                           
                  

              	
                GOLF
                  TWO, INC.

                 

                 

                By:                                                                           
                  

                Bohn
                  H. Crain

                Chief
                  Executive Officer