SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page
to this Agreement (the “Subscriber”) in connection with its investment in Green Spirit Industries Inc., a Nevada
corporation (the “Company”). The Company is conducting a private placement (the “Offering”)
of up to Ten Million Dollars ($10,000,000) (the “Maximum Offering”) of the Company’s shares of common
stock, par value $0.001 per share (each a “Share” and collectively, the “Securities”). Each
Share has a purchase price of $3.50 per Share. The Shares will not be listed on any securities exchange. The Company’s Shares
is currently traded on the OTCPink under the symbol “GSRX.”


 


1.
SUBSCRIPTION AND PURCHASE PRICE


 


(a)
Subscription. Subject to the conditions set forth in Section 2 hereof, the Subscriber hereby subscribes for and agrees
to purchase the number of Securities indicated on the signature page hereof on the terms and conditions described herein.


 


(b)
Purchase of Securities. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company
in exchange for the Securities shall be as set forth in the preamble to this Agreement, for an aggregate purchase price as set
forth on the signature pages hereof (the “Aggregate Purchase Price”). The Subscriber’s delivery of this
Agreement to the Company shall be accompanied by payment for the Securities subscribed for hereunder, payable in United States
Dollars, by wire transfer of immediately available funds delivered contemporaneously with the Subscriber’s delivery of this
Agreement to the Company in accordance with the Escrow Agreement and wire instructions attached hereto as Exhibit A. The
Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing this Agreement, it is entering
into a binding agreement.


 


2.
Acceptance, Offering Term and Closing Procedures


 


(a)
Acceptance or Rejection. The obligation of the Subscriber to purchase the Securities shall be irrevocable, and the Subscriber
shall be legally bound to purchase the Securities subject to the terms set forth in this Agreement. The Subscriber understands
and agrees that the Company reserves the right to reject this subscription for Securities in whole or part in any order at any
time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the
Subscriber’s subscription. In the event of rejection of this subscription by the Company in accordance with this Section
2, or if the sale of the Securities is not consummated by the Company for any reason or no reason, this Agreement and any other
agreement entered into between the Subscriber and the Company relating to this subscription shall thereafter have no force or
effect, and the Company shall promptly return or cause to be returned to the Subscriber the purchase price remitted to the Company,
without interest thereon or deduction therefrom.


 


(b)
Closing. The closing of the purchase and sale of the Securities hereunder (the “Closing”) shall take
place at the offices of Sichenzia Ross Ference Kesner LLP, 1185 Avenue of the Americas, 37th Floor., New York, NY 10036
or such other place as determined by the Company. The Closing shall take place on a Business Day promptly following the satisfaction
of the conditions set forth in Section 6 below, as determined by the Company, but shall be no later than May 21, 2018, unless
otherwise extended by the Company in its sole discretion without notice to the Subscriber (the “Closing Date”).
“Business Day” shall mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time) of a
day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to be
closed. The Securities purchased by the Subscriber will be delivered by the Company promptly following the Closing.


 




    	 	- 1 -	 



    	 



    

 


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


 


3.
THE SUBSCRIBER’s Representations, Warranties AND cOVENANTS


 


The
Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:


 


(a)
The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber.


 


(b)
The Subscriber acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities
Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the
Subscriber represents and warrants to the Company and its affiliates as follows:


 


(i)
The Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s
representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the
future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.


 


(ii)
The Subscriber realizes that the basis for exemption would not be available if the Offering is part of a plan or scheme to evade
registration provisions of the Securities Act or any applicable state or federal securities laws.


 


(iii)
The Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes,
and not with a view towards, or resale in connection with, any distribution of the Securities. If other than an individual, the
Subscriber also represents it has not been organized solely for the purpose of acquiring the Securities.


 


(iv)
The Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for
providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


 


(v)
The Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively,
the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of a prospective investment in the Securities. The Subscriber has not authorized any person or entity to
act as its Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Securities
Act) in connection with the Offering.


 


(vi)
The Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber, if any, has carefully
reviewed them and understands the information contained therein, prior to the execution of this Agreement.


 


(c)
The Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal,
tax, economic and related considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted
with, only its Advisors. Each Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this
Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor
and the Company or any affiliate or sub-agent thereof.


 




    	 	- 2 -	 



    	 



    

 


(d)
The Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully
understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Subscriber’s
entire investment. Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk
Factors” in the Company’s SEC Filings (as defined in Section 4(f) below), which risk factors are incorporated herein
by reference.


 


(e)
The Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption
therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other
reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore,
cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act
and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the
Subscriber is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated
under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions
of Rule 144 are met. The Subscriber also understands that the Company is under no obligation to register the Securities on behalf
of the Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or applicable
state securities laws. The Subscriber understands that any sales or transfers of the Securities are further restricted by state
securities laws and the provisions of this Agreement.


 


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


 


(g)
The Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s
net worth, and an investment in the Securities will not cause such overall commitment to become excessive.


 


(h)
The Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend until
(i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration
statement that has been declared effective or (ii) in the opinion of counsel for the Company, such Securities may be sold without
registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.


 




    	 	- 3 -	 



    	 



    

 


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


 


(j)
The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person
or persons acting on behalf of the Company concerning the Offering and the business, financial condition, results of operations
and prospects of the Company, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors,
if any.


 


(k)
The Subscriber is unaware of, is in no way relying on, 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 electronic mail
over the Internet, in connection with the Offering and is not subscribing for Securities and did not become aware of the Offering
through or as a result of any seminar or meeting to which the Subscriber was invited by, or any solicitation of a subscription
by, a person not previously known to the Subscriber in connection with investments in securities generally.


 


(l)
The Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees
or the like relating to this Agreement or the transactions contemplated hereby.


 


(m)
The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber
were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed by the Company or its management and should not be relied upon.


 


(n)
(For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been
informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest
“plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require
diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible
for the decision to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to
make such investment decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on
any advice or recommendation of the Company or any of its affiliates.


 


(o)
This Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges
and agrees that the Company reserves the right to reject any subscription for any reason.


 


(p)
The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents,
advisors, affiliates and shareholders, and each other person, if any, who controls any of the foregoing from and against any and
all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses
whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding
or investigation whether commenced or threatened) (a “Loss”) arising out of or based upon any representation
or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith
being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made
by the Subscriber herein or therein; provided, however, that the Subscriber shall not be liable for any Loss that
in the aggregate exceeds the Subscriber’s Aggregate Purchase Price tendered hereunder.


 




    	 	- 4 -	 



    	 



    

 


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


 


(r)
The Subscriber has reviewed, or had an opportunity to review, all of the SEC Filings.


 


(s)
The Subscriber acknowledges receipt and careful review of all documents furnished in connection with this transaction by the Company
(collectively, the “Offering Documents”) and has been furnished by the Company during the course of this transaction
with all information regarding the Company which the Subscriber has requested or desires to know; and the Subscriber has been
afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of the Offering, and any additional information which the Subscriber has requested.


 


(t)
The Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority,
Inc. (“FINRA”) member firm, the Subscriber must give such firm the notice required by the FINRA’s Conduct Rules,
receipt of which must be acknowledged by such firm on the signature page hereof.


 


(u)
The Subscriber hereby acknowledges that neither the Company nor any persons associated with the Company who may provide assistance
or advice in connection with the Offering (other than the placement agent, if one is engaged by the Company) are or are expected
to be members or associated persons of members of the FINRA or registered broker-dealers under any federal or state securities
laws. This Offering is made directly by the Company.


 


(v)
The Subscriber hereby represents that, except as expressly set forth in the Offering Documents, no representations or warranties
have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and, in entering into this
transaction, the Subscriber is not relying on any information other than that contained in the Offering Documents and the results
of independent investigation by the Subscriber.


 


(w)
All information provided by the Subscriber in the Investor Questionnaire attached hereto is true and accurate in all respects,
and the Subscriber acknowledges that the Company will be relying on such information to its possible detriment in deciding whether
the Company can sell these securities to the Subscriber without giving rise to the loss of the exemption from registration under
applicable securities laws.


 


4.
The Company’s Representations, Warranties and Covenants


 


The
Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:


 


(a)
The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly authorized, executed and delivered by the Company and is valid, binding and enforceable against the
Company in accordance with its terms.


 


(b)
The authorized and outstanding capital stock of the Company is set forth in the Company’s SEC filings, and except as set
forth therein, there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible
into or exchangeable for or giving any right to subscribe for any shares of capital stock or other equity interest of the Company
or any of the Subsidiaries.


 




    	 	- 5 -	 



    	 



    

 


(c)
The only officer, director, employee and consultant stock option or stock incentive plan or similar plan currently in effect or
contemplated by the Company is described in the Company’s SEC filings.


 


(d)
The Securities to be issued to the Subscriber pursuant to this Agreement, when issued and delivered in accordance with the terms
of this Agreement, will be duly and validly issued and will be fully paid and non-assessable.


 


(e)
Neither the execution and delivery nor the performance of this Agreement by the Company will conflict with the Company’s
organizational materials, as amended to date, or result in a breach of any terms or provisions of, or constitute a default under,
any material contract, agreement or instrument to which the Company is a party or by which the Company is bound.


 


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


 


(g)
The Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s length purchaser with
respect to the Securities and the transactions contemplated hereby. The Company further acknowledges that the Subscriber is not
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the
transactions contemplated hereby and any advice given by the Subscriber or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereby is merely incidental to the Subscriber’s purchase of the Securities.
The Company further represents to the Subscriber that the Company’s decision to enter into this Agreement has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


(h)
The Company will indemnify and hold harmless the Subscriber and, where applicable, its directors, officers, employees, agents,
advisors and shareholders, from and against any and all Loss arising out of or based upon any representation or warranty of the
Company contained herein or in any document furnished by the Company to the Subscriber in connection herewith being untrue in
any material respect or any breach or failure by the Company to comply with any covenant or agreement made by the Company to the
Subscriber in connection therewith; provided, however, that the Company’s liability shall not exceed the Subscriber’s
Aggregate Purchase Price tendered hereunder.


 


5.
Use of Proceeds


 


The
Company anticipates using the gross proceeds from the Offering for general corporate purposes including growth initiatives and
capital expenditures.


 




    	 	- 6 -	 



    	 



    

 


6.
CONDITIONS TO ACCEPTANCE OF SUBSCRIPTION


 


The
Company’s right to accept the subscription of the Subscriber is conditioned upon satisfaction of the following conditions
precedent on or before the date the Company accepts such subscription:


 


(a)
As of the Closing, no legal action, suit or proceeding shall be pending that seeks to restrain or prohibit the transactions contemplated
by this Agreement.


 


(b)
The representations and warranties of the Subscriber contained in this Agreement shall have been true and correct in all material
respects on the date of this Agreement and shall be true and correct as of the Closing as if made on the Closing Date.


 


7.
MISCELLANEOUS PROVISIONS


 


(a)
All parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue
of the fact that such party’s counsel was or was not the principal draftsman of this Agreement.


 


(b)
Each of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the
preparation and review of this Agreement and related documentation.


 


(c)
Neither this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument
in writing signed by the party against whom any waiver, modification, discharge or termination is sought.


 


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


 


(e)
Any party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth
on the signature page of this Agreement or to the Company at its primary office (including personal delivery, expedited courier,
messenger service, fax, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication will
be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the
address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other
parties written notice in the manner herein set forth.


 


(f)
Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement
and their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one
person or entity, the obligation of the Subscriber shall be joint and several and the agreements, representations, warranties
and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and its heirs,
executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


(g)
This Agreement is not transferable or assignable by the Subscriber.


 


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


 




    	 	- 7 -	 



    	 



    

 


(i)
The Company and the Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with
this Agreement shall be adjudicated before a court located in the City of New York, Borough of Manhattan, and they hereby submit
to the exclusive jurisdiction of the federal and state courts of the State of New York located in the City of New York, Borough
of Manhattan with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that
such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale
of the Securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as
either party shall furnish in writing to the other.


 


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


 


[Signature
Pages Follow]


 




    	 	- 8 -	 



    	 



    

 


ACCEPTED
this ___ day of ____________ 2018, on behalf of Green Spirit Industries Inc.



 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	- 9 -	 



    	 



    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of __________ 2018.


 


	__________________________	x
    $3.50 =	__________________________
	Securities
    subscribed for	 	Aggregate
    Purchase Price


 


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


 


	1.	___	Individual	7.	___	Trust/Estate/Pension
                                         or Profit sharing Plan

        

        Date
        Opened:______________

	2.	___	Joint
    Tenants with Right of Survivorship	8.	___	As
                                         a Custodian for

	 	 	 	 	 	_______________________________________
	 	 	 	 	 	Under
    the Uniform Gift to Minors Act of the State of
	 	 	 	 	 	_______________________________________
	3.	___	Community
    Property	9.	___	Married
    with Separate Property
	4.	___	Tenants
    in Common	10.	___	Keogh
	5.	___	Corporation/Partnership/
    Limited Liability Company	11.	___	Tenants
    by the Entirety
	6.	___	IRA	 	 	 


 


ALTERNATIVE
DISTRIBUTION INFORMATION


 


To
direct distribution to a party other than the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION
IF THIS IS AN IRA INVESTMENT.


 


Name
of Firm (Bank, Brokerage, Custodian):


 


Account
Name:


 


Account
Number:


 


Representative
Name:


 


Representative
Phone Number:


 


Address:


 


City,
State, Zip:


 




    	 	- 10 -	 



    	 



    

 


IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.


INDIVIDUAL
SUBSCRIBERS MUST COMPLETE THIS PAGE 10.


SUBSCRIBERS
WHICH ARE ENTITIES MUST COMPLETE PAGE 11.


 


EXECUTION
BY NATURAL PERSONS


	 

                                                                     _____________________________________________________________________________

        

        Exact
        Name in Which Title is to be Held

	 
	_________________________________

        

        Name
        (Please Print)
	 	_________________________________

        

        Name
        of Additional Purchaser

	_________________________________

        

        Residence:
        Number and Street
	 	_________________________________

        

        Address
        of Additional Purchaser

	_________________________________

        

        City,
        State and Zip Code
	 	_________________________________

        

        City,
        State and Zip Code

	_________________________________

        

        Social
        Security Number
	 	_________________________________

        

        Social
        Security Number

	_________________________________

        

        Telephone
        Number
	 	_________________________________

        

        Telephone
        Number

	_________________________________

        

        Fax
        Number (if available)
	 	________________________________

        

        Fax
        Number (if available)

	_________________________________

        

        E-Mail
        (if available)
	 	________________________________

        

        E-Mail
        (if available)

	__________________________________

        

        (Signature)

        
	 	________________________________

        

        (Signature
        of Additional Purchaser)



 




    	 	- 11 -	 



    	 



    

 


EXECUTION
BY SUBSCRIBER WHICH IS AN ENTITY


(Corporation,
Partnership, LLC, Trust, Etc.)


 


	_____________________________________________________________________________

        

        Name
        of Entity (Please Print)




 


	Date
    of Incorporation or Organization:	 
	 	 
	State
    of Principal Office:	 
	 	 
	Federal
                                         Taxpayer Identification Number:

        
	 
	 	 
	 	 
	Office
    Address	 
	 	 
	 	 
	City, State
    and Zip Code	 
	 	 
	 	 
	Telephone
    Number	 
	 	 
	 	 
	Fax
    Number (if available)	 
	 	 
	 	 
	E-Mail
    (if available)	 


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


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


 




    	 	- 12 -	 



    	 



    

 


INVESTOR
QUESTIONNAIRE


 


Instructions:
Check all boxes below which correctly describe you.


 


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


 




    	 	- 13 -	 



    	 



    

 


Check
all boxes below which correctly describe you.


 


With
respect to this investment in the Securities, your:


 


	 	Investment
    Objectives: 	[  ]
    Aggressive Growth 	[  ]
    Speculation


 


	 	Risk
    Tolerance: 	 	[  ]
    Low Risk 	 	[  ]
    Moderate Risk 	 	[  ]
    High Risk


 


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


 


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


 


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


 


FINRA
Affiliation


 


Are
you affiliated directly or indirectly with a member broker-dealer firm of the Financial Industry Regulatory Authority, Inc. as
an employee, officer, director, partner or shareholder or as a relative or member of the same household of an employee, director,
partner or shareholder of a FINRA member broker-dealer firm?


 


Yes____
No_____


 


If
the answer is “yes,” then, in order to purchase securities in the offering, the Subscriber will need to provide the
Issuer with a FINRA member affiliate certification whereby the FINRA member firm acknowledges the affiliation and its receipt
of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice with respect to an investment in Securities
pursuant to the offering described herein.


 


Anti-Money
Laundering Rules


 


In
order for the Company to comply with applicable anti-money laundering/U.S. Treasury Department Office of Foreign Assets Control
(“OFAC”) rules and regulations, Subscriber is required to provide the following information:


 


(a)
Payment Information


 


(i)
Name and address (including country) of the bank from which Subscriber’s payment to the Company is being wired (the “Wiring
Bank”):


 




    	 	- 14 -	 



    	 



    

 


		_______________________________________	



 


		_______________________________________	



 


		_______________________________________	



 


		_______________________________________	



 


(ii)
Subscriber’s wiring instructions at the Wiring Bank:


 


		_______________________________________	



 


		_______________________________________	



 


		_______________________________________	



 


(iii)
Is the Wiring Bank located in the U.S. or another “FATF Country”*?


 


	_____
    Yes	______
    No	 


 


(iv)
Is Subscriber a customer of the Wiring Bank?


 


	_____
    Yes	______
    No	 


 


(b)
Additional Information


 


Investors
wishing to subscribe must provide the following additional information or documents unless you have previously delivered such
information to the Company or to a Placement Agent for the Offering as part of the establishment of your account at the Placement
Agent.


 


For
Individual Investors:


 


	____
    	A
    government issued form of picture identification (e.g., passport or drivers license).
	 	 
	____
    	Proof
    of the individual’s current address (e.g., current utility bill), if not included in the form of picture identification.
	 	 
	____
    	One
    or more of the above documentations has previously provided to Placement Agent.
	 	 
	 	For
    Funds of Funds or Entities that Invest on Behalf of Third Parties:
	 	 
	_____
    	A
    certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
    (e.g., certificate of good standing).
	 	 
	_____	An
    “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf
    of the prospective investor.
	 	 
	_____	A
    completed copy of a certification that the entity has adequate anti-money laundering policies and procedures (“AML Policies
    and Procedures”) in place that are consistent with the USA PATRIOT Act, OFAC and other relevant federal, state or non-U.S.
    anti-money laundering laws and regulations (with a copy of the entity’s current AML Policies and Procedures to which
    such certification relates).


 


 






*
As of the date hereof, countries that are members of the Financial Action Task Force on Money Laundering (“FATF
Country”) are: Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Greece, Hong
Kong, Iceland, Ireland, Italy, Japan, Luxembourg, Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian Federation,
Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United Kingdom and the United States of America.


 




    	 	- 15 -	 



    	 



    

 


	_____	A
    letter of reference for any entity not located in the U.S. or other FATF country, from the entity’s local office of
    a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other
    FATF Country certifying that the prospective investor maintains an account at such bank/brokerage firm for a length of time
    and containing a statement affirming the prospective investor’s integrity. 
	 	 
	____
    	One
    or more of the above documentations has previously provided to Placement Agent.
	 	 
	 	For
    all other Entity Investors:
	 	 
	_____	A
    certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization
    (e.g., certificate of good standing).
	 	 
	_____	An
    “incumbency certificate” attesting to the title of the individual executing these subscription materials on behalf
    of the prospective investor. 
	 	 
	_____
    	A
    letter of reference from the entity’s local office of a reputable bank or brokerage firm that is incorporated, or has
    its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor maintains
    an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor’s
    integrity.
	 	 
	_____	If
    the prospective investor is a privately-held entity, a certified list of the names of every person or entity who is directly
    or indirectly the beneficial owner of 25% or more of any voting or non-voting class of equity interests of the Subscriber,
    including (i) country of citizenship (for individuals) or principal place of business (for entities) and, (ii) for individuals,
    such individual’s principal employer and position.
	 	 
	 	If
    the prospective investor is a trust, a certified list of (i) the names of the current beneficiaries of the trust that have,
    directly or indirectly, 25% or more of any interest in the trust, (ii) the name of the settlor of the trust, (iii) the name(s)
    of the trustee(s) of the trust, and (iv) the country of citizenship (for individuals) or principal place of business (for
    entities).
	 	 
	_____
    	One
    or more of the above documentations has previously provided to Placement Agent.


 


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


 




    	 	- 16 -	 



    	 



    

 


	 	 	 
	Name
    of Purchaser [please print]	 	Name
    of Co-Purchaser [please print]
	 	 	 
	 	 	 
	Signature
                                         of Purchaser (Entities please

        provide
        signature of Purchaser’s duly

        authorized
        signatory.)
	 	Signature
    of Co-Purchaser
	 	 	 
	 	 	 
	Name
    of Signatory (Entities only)	 	 
	 	 	 
	 	 	 
	Title
    of Signatory (Entities only)	 	 


 




    	 	- 17 -	 



    	 



    

 


VERIFICATION
OF INVESTMENT ADVISOR/BROKER


 


I
state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe
that a purchase of the Securities is a suitable investment for this investor and that the investor, either individually or together
with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:


 


	 	(a)	that
    I have reviewed the Subscription Agreement and forms of securities presented to me, and attachments (if any) thereto;
	 	 	 
	 	(b)	that
    the Subscription Agreement and attachments thereto have been fully completed and executed by the appropriate party; and
	 	 	 
	 	(c)	that
    the subscription will be deemed received by the Company upon acceptance of the Subscription Agreement.


 


Deposit
securities from this offering directly to purchaser’s account? [  ] Yes [  ] No


 


If
“Yes,” please indicate the account number: _____________________________________


 


	 	 	 
	Broker/Dealer	 	Account
    Executive
	 	 	 
	 	 	 
	(Name
    of Broker/Dealer)	 	(Signature)
	 	 	 
	 	 	 
	(Street
    Address of Broker/Dealer Office)	 	(Print
    Name)
	 	 	 
	 	 	 
	(City
    of Broker/Dealer Office) (State) (Zip)	 	(Representative
    I.D. Number)
	 	 	 
	 	 	 
	(Telephone
    Number of Broker/Dealer Office)	 	(Date)
	 	 	 
	 	 	 
	(Fax
    Number of Broker/Dealer Office)	 	(E-mail
    Address of Account Executive)


 




    	 	- 18 -	 



    	 



    

 


Exhibit
A


 


Form
of Escrow Agreement


 


(see
attached)


 




    	 	- 19 -