Unassociated Document


     

     CAVALIER
HOLDINGS, INC.

     

    SUBSCRIPTION
AGREEMENT

     

    This
Subscription Agreement (this “Agreement”) is made as of the date set forth on
the signature page of this Agreement by and between Cavalier Holdings, Inc., a
Delaware corporation (“Cavalier” or the “Company”), and each party who is a
signatory hereto (individually, a “Subscriber” and collectively with other
signatories of similar subscription agreements entered into in connection with
the Offering described below, the “Subscribers”).

     

    RECITALS:

     

    WHEREAS, the Company is
offering, on a “best efforts” basis (the “Offering”), units (the “Units”), each
consisting of 25,000 shares of the Company’s Common Stock, $.0001 par value per
share (“Common Stock”), and one (1) warrant to purchase 7,500 shares of Common
Stock at the purchase price of $2.00 per share (the “Warrants”) (the Common
Stock, the Warrants and the Common Stock underlying the Warrants, are sometimes
referred to herein as the “Securities”).  The Offering will terminate
on the earlier of December 31, 2009 (the “Offering Termination
Date”), until such date by which Units comprising the Maximum Offering
are sold or such earlier date as determined in the discretion of the
Company;

     

    WHEREAS, the Company desires
to offer and sell Units at a price of Twenty Five Thousand Dollars $25,000.00
per Unit (the “Unit Price”) up to 120 Units for aggregate gross proceeds of
$3,000,000 (the “Maximum Offering”).  The minimum investment per
Subscriber is one (1) Unit ($25,000), although the Company, in its sole
discretion may allow sales of a fewer number of partial Units.  The
Company shall have the right to increase the Maximum Offering by up to 15% (an
additional 18 Units for $450,000);

     

    WHEREAS, simultaneously upon
the Closing (as that term is defined herein), Cavalier will acquire all of the
outstanding interests of Emissary Capital Group, LLC a Delaware Limited
Liability Company (“Emissary”), in exchange for an aggregate of 12,047,500
newly-issued shares of Common Stock (the “Exchange Shares”) in a transaction
pursuant to an acquisition agreement (the “Share Exchange Agreement”) customary
for transactions of such nature (the “Exchange”) whereby Emissary will become a
wholly owned subsidiary of the Company;

     

    WHEREAS, the Company desires
to enter into this Agreement to issue and sell the Units and the Subscriber
desires to purchase that number of Units set forth on the signature page hereto
on the terms and conditions set forth herein; and

     

    AGREEMENT:

     

    NOW, THEREFORE, in
consideration of the promises and the mutual representations and covenants
hereinafter set forth, In connection with this subscription, Subscriber and the
Company agree as follows:

     

    1. PURCHASE
AND SALE OF THE UNITS.

    


    1.1.  The
Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby
agrees to purchase from the Company, such number of Units at the Unit Price and
for the aggregate subscription amount set forth on the signature page
hereto.  The Subscriber understands that this subscription is not
binding upon the Company until the Company accepts it.  The Subscriber
acknowledges and understands that acceptance of this Subscription will be made
only by a duly authorized representative of the Company executing and mailing or
otherwise delivering to the Subscriber at the Subscriber’s address set forth
herein, a counterpart copy of the signature page to this Subscription Agreement
indicating the Company’s acceptance of this Subscription.  The Company
reserves the right, in its sole discretion for any reason whatsoever, to accept
or reject this subscription in whole or in part.  Following the
acceptance of this Subscription Agreement by the Company, and the receipt and
acceptance by the Company of subscriptions to the offering, the Company shall
instruct its transfer agent to issue and deliver to Subscriber, (i) a
certificate evidencing the Common Stock purchased by the Subscriber pursuant to
this Agreement against payment in U.S. Dollars of the Purchase Price (as defined
below) and (ii) a certificate evidencing the Warrants purchased by the
Subscriber pursuant to this Agreement exercisable at $2.00 per
share.  If this subscription is rejected, the Company and the
Subscriber shall thereafter have no further rights or obligations to each other
under or in connection with this Subscription Agreement.  If this
subscription is not accepted by the Company on or before the last day of the
Offering Period, this subscription shall be deemed rejected.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2.  Subscriber
has hereby delivered and paid concurrently herewith the aggregate purchase price
for the Units set forth on the signature page hereof in an amount required to
purchase and pay for the Units subscribed for hereunder (the “Purchase Price”),
which amount has been paid in U.S. Dollars by wire transfer or check, subject to
collection, to the order of “Tarter Krinsky & Drogin LLP –as Escrow
Agent.”

    


    1.3.  Subscriber
understands and acknowledges that this subscription is part of a private
placement by the Company of $3,000,000 of Units, which offering is being made on
a “best efforts” basis, for a maximum of the Maximum Offering (as defined
above).  Subscriber understands that payments hereunder will be held
in a non-interest bearing escrow account established by the Company with its
counsel, Tarter Krinsky & Drogin LLP, as escrow agent, and will be released
to the Company upon the closing of the Exchange (the “Closing”)  If
the Company rejects all or a portion of any subscription, a check will be
promptly mailed to the subscriber for all, or the appropriate portion of, the
amount submitted with such subscriber’s subscription, without interest or
deduction.  All subscriptions received will be deposited in such
escrow account until accepted by the Company, whereupon such subscription
proceeds will be released by the escrow agent to the Company up to the Maximum
Offering.

    


    


    2. REPRESENTATIONS AND WARRANTIES OF
SUBSCRIBER. The Subscriber agrees, represents and warrants to the Company
with respect to itself and its purchase hereunder and not with respect to any of
the other Subscribers, that:

    


    2.1. Organization
and Qualification.  If an entity, the Subscriber is duly incorporated,
organized or otherwise formed, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, organized or otherwise
formed.

    


    2.2. Authorization.  If
an entity: (a) the Subscriber has the requisite corporate or other requisite
power and authority to enter into and to perform its obligations under this
Agreement and to consummate the transactions contemplated hereby in accordance
with the terms hereof; and (b) the execution, delivery and performance of this
Agreement by the Subscriber and the consummation by it of the transactions
contemplated hereby have been duly authorized by the Subscriber’s Board of
Directors or other governing body and no further consent or authorization of the
Subscriber, its Board of Directors or its shareholders, members or other
interest holders is required.

    


    2.3. Enforcement.  This
Agreement has been duly executed by the Subscriber and constitutes a legal,
valid and binding obligation of the Subscriber enforceable against the
Subscriber in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization or moratorium or similar laws affecting
the rights of creditors generally and the application of general principles of
equity.

    


    2.4. Consents.  The
Subscriber is not required to give any notice to, make any filing, application
or registration with, obtain any authorization, consent, order or approval of or
obtain any waiver from any person or entity in order to execute and deliver this
Agreement or to consummate the transactions contemplated hereby.

     

    
      
         

      

      
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    2.5. Non-contravention.  Neither
the execution and the delivery by the Subscriber of this Agreement, nor the
consummation by the Subscriber of the transactions contemplated hereby, will (a)
violate any law, rule, injunction, or judgment of any governmental agency or
court to which the Subscriber is subject or any provision of its charter,
bylaws, trust agreement, or other governing documents or (b) conflict with,
result in a breach of, or constitute a default under, any agreement, contract,
lease, license, instrument, or other arrangement to which the Subscriber is a
party or by which the Subscriber is bound or to which any of its assets is
subject.

    


    2.6. Investment
Purpose.  The Subscriber is purchasing the Units for its own account
and not with a present view toward the public sale or distribution
thereof.

    


    2.7. Accredited
Subscriber Status.  The Subscriber is an “accredited investor” as
defined in Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), and has delivered to the Company a Confidential Investor
Questionnaire substantially in the form of Exhibit A attached
hereto.  The Subscriber hereby represents and warrants that, either by
reason of the Subscriber’s business or financial experience or the business or
financial experience of the Subscriber’s advisors (including, but not limited
to, a “purchaser representative” (as defined in Rule 501(h) promulgated under
Regulation D), attorney and/or an accountant each as engaged by the Subscriber
at its sole risk and expense) the Subscriber (a) has the capacity to protect its
own interests in connection with the transaction contemplated hereby and/or (b)
the Subscriber has prior investment experience, including investments in
securities of privately-held companies or companies whose securities are not
listed, registered, quoted and/or traded on a national securities exchange, to
the extent necessary, the Subscriber has retained, at its sole risk and expense,
and relied upon appropriate professional advice regarding the investment, tax
and legal merits and consequences of this Agreement and the purchase of the
Units hereunder; if an entity, the Subscriber was not formed for the sole
purpose of purchasing the Units.

    


    2.8. Reliance
on Exemptions.  The Subscriber agrees, acknowledges and understands
that the Units are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and
applicable state securities or “blue sky” laws and that the Company and its
counsel are relying upon the truth and accuracy of, and the Subscriber’s
compliance with, the representations, warranties, covenants, agreements,
acknowledgments and understandings of the Subscriber set forth herein in order
to determine the availability of such exemptions and the eligibility of the
Subscriber to acquire the Units.

    


    2.9. No
General Solicitation.  No Units were offered or sold to it by means of
any form of general solicitation or general advertising, and in connection
therewith, the Subscriber did not receive any general solicitation or general
advertising including, but not limited to, the Subscriber’s: (i) receipt or
review of any advertisement, article, notice or other communication published in
any newspaper, magazine or similar media or broadcast over television or radio,
whether closed circuit, or generally available; or (ii) attendance at any
seminar meeting or industry investor conference whose attendees were invited by
any general solicitation or general advertising.

    


    2.10.  Information.
(a) The Subscriber agrees, acknowledges and understands that the Subscriber and
its advisors, if any, have been furnished with all materials relating to the
business, finances and operations of the Company, and materials relating to the
offer and sale of the Units that have been requested by the Subscriber or its
advisors, if any, including, without limitation, the Memorandum, the risk
factors set forth therein, and all appendices to the Memorandum (collectively
with this Subscription Agreement and the Warrant, the “Offering
Documents”).  The Subscriber represents and warrants that the
Subscriber and its advisors, if any, have been afforded the opportunity to ask
questions of the Company.  The Subscriber agrees, acknowledges and
understands that neither such inquiries nor any other due diligence
investigation conducted by the Subscriber or any of its advisors or
representatives modify, amend or affect the Subscriber’s right to rely on the
Company’s representations and warranties contained herein.

     

    
      
         

      

      
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    2.11. Governmental
Review.  The Subscriber agrees, acknowledges and understands that no
United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Units or
an investment therein.

    


    2.12. Transfer
or Resale.  The Subscriber agrees, acknowledges and understands
that:

    


    (a) the
Securities have not been and, except as set forth herein, are not being
registered under the Securities Act or any applicable state securities or “blue
sky” laws.  Consequently, the Subscriber may have to bear the risk of
holding the Securities for an indefinite period of time because the Securities
may not be transferred unless: (i) the resale of the Securities and is
registered pursuant to an effective registration statement under the Securities
Act; (ii) the Subscriber has delivered to the Company an opinion of counsel
reasonably acceptable to the Company and its counsel (in form, substance and
scope customary for opinions of counsel in comparable transactions) to the
effect that the Securities to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration; or (iii) the Securities are
sold or transferred pursuant to Rule 144 promulgated under the Securities Act
(“Rule 144”);

    


    (b) any sale
of the Securities made in reliance on Rule 144 may be made only in accordance
with the terms of Rule 144 and, if Rule 144 is not applicable, any resale of the
Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in
the Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the Securities and Exchange
Commission (the “Commission”) promulgated thereunder; and

    


    (c) except as
set forth in herein, neither the Company nor any other person is under any
obligation to register the Securities under the Securities Act or any state
securities or “blue sky” laws or to comply with the terms and conditions of any
exemption thereunder.

    


    2.13. Legends.

    


    (a) The
Subscriber agrees, acknowledges and understands that the certificates
representing the Securities (the “Restricted Securities”) will bear restrictive
legends in substantially the following form (and a stop-transfer order may be
placed against transfer of the certificates for such Restricted
Securities):

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OF THE
UNITED STATES.  THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS.

    


    (b) The
Subscriber agrees, acknowledges and understands that the Company will make a
notation in the appropriate records with respect to the foregoing restrictions
on the transferability of the Restricted Securities.  Certificates
evidencing the Restricted Securities shall not be required to contain such
legend or any other legend (a) following any sale of the Restricted Securities
pursuant to Rule 144, or (b) if the Restricted Securities are eligible for sale
under Rule 144 or have been sold pursuant to a registration statement and in
compliance with the Subscriber’s obligations set forth in this Agreement, or (c)
such legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the Staff of
the Commission), in each such case (a) through (c) to the extent reasonably
determined by the Company’s legal counsel.

     

    
      
         

      

      
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    2.14. Residency.  The
Subscriber is a resident of the jurisdiction set forth immediately below the
Subscriber’s name on the signature pages hereto.

    


    2.15. Not a
Registered Representative.  The Subscriber agrees, acknowledges and
understands that if it is a Registered Representative of a FINRA member firm, he
or she must give such firm the notice required by FINRA’s Rules of Fair
Practice, receipt of which must be acknowledged by such firm in the Confidential
Investor Questionnaire attached hereto as Exhibit A.

    


    2.16. No
Brokers.  The Subscriber has not engaged, consented to or authorized
any broker, finder or intermediary to act on its behalf, directly or indirectly,
as a broker, finder or intermediary in connection with the transactions
contemplated by this Agreement.  The Subscriber hereby agrees to
indemnify and hold harmless the Company from and against all fees, commissions
or other payments owing to any such person or firm acting on behalf of the
Subscriber hereunder.

    


    2.17. Reliance
on Representations.  The Subscriber agrees, acknowledges and
understands that the Company and its counsel, are entitled to rely on the
representations, warranties and covenants made by the Subscriber
herein.

    


    3. USE OF
PROCEEDS.  The Company shall use all of the net proceeds raised
in this Offering for working capital and general corporate purposes, as well as
transaction costs related to the Offering, including specifically payment of up
to $50,000 to the principal shareholder of the Company in exchange for his
shares held in the Company 

    


    4. REPRESENTATIONS BY THE
COMPANY. The Company hereby represents and warrants to each Subscriber as
follows, with the intention and understanding, as to matters pertaining to the
Company and its subsidiaries (collectively, the “Subsidiaries”), that such
representations and warranties are made as of the Closing and that the term
Subsidiaries shall include, without limitation, Emissary and its operating
subsidiaries:

    


    4.1. Organization
and Qualification.

    


    (a) The
Company is duly incorporated, validly existing and in good standing under the
laws of the jurisdiction in which it is incorporated, with full power and
authority (corporate and other) to own, lease, use and operate its properties
and to carry on its business as and where now owned, leased, used, operated and
conducted.  The Company is duly qualified to do business and is in
good standing in every jurisdiction in which the nature of the business
conducted by it makes such qualification necessary, except where the failure to
be so qualified or in good standing would not have a material adverse effect on
(a) the business, operations assets or condition (financial or otherwise) of the
Company and its Subsidiaries, taken as a whole, or (b) the ability of the
Company or any Subsidiary to perform its obligations pursuant to the
transactions contemplated by this Agreement or under any instruments to be
entered into or filed in connection herewith (collectively, a “Material Adverse
Effect”).

    


    (b) Each
Subsidiary has been duly organized, is validly existing and in good standing
under the laws of the jurisdiction of its organization, has the power and
authority (corporate and other) to own, lease, use and operate its properties
and to carry on its business as and where now owned, leased, used, operated and
conducted.  Each Subsidiary is duly qualified to do business and is in
good standing in every jurisdiction in which the nature of the business
conducted by it makes such qualification necessary, except where the failure to
be so qualified or in good standing would not have a Material Adverse
Effect.  All of the issued and outstanding capital stock of each
Subsidiary is owned, directly or indirectly, by the Company, in each case, free
and clear of any liens, and has been duly authorized and validly issued, and is
non-assessable.  Except for the Subsidiaries, the Company does not
presently own or control, directly or indirectly, any interest in any other
subsidiary, corporation, association or other business entity.

     

    
      
         

      

      
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    4.2. Authorization;
Enforcement.  (a)  The Company has the requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement, to consummate the transactions contemplated hereby and to issue the
Units in accordance with the terms hereof; (b) the execution, delivery and
performance of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby (including without limitation the issuance of
the Securities) have been duly authorized by the Company’s Board of Directors
(the “Board”) and no further consent or authorization of the Company, its Board
or its shareholders is required that has not or will not be obtained prior to
the Closing; (c) this Agreement has been duly executed by the Company; and (d)
this Agreement constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization or moratorium or
similar laws affecting the rights of creditors generally and the application of
general principles of equity.

    


    4.3. Issuance
of Units.  The Units, Common Stock, Warrants and the Warrant Shares
purchased under this Agreement are duly authorized and, upon issuance in
accordance with the terms of this Agreement, will be validly issued, fully paid
and non-assessable, free and clear from all taxes, liens, claims, encumbrances
and charges with respect to the issue thereof, will not be subject to preemptive
rights or other similar rights of stockholders of the Company, and will not
impose personal liability on the holders thereof.  The Warrant Shares,
when issued in accordance with the Warrants, and upon receipt by the Company of
the consideration set forth therein, shall have been duly authorized, validly
issued, fully paid and non-assessable, free and clear from all taxes, liens,
claims, encumbrances and charges with respect to the issue thereof, will not be
subject to preemptive rights or other similar rights of stockholders of the
Company, and will not impose personal liability on the holders
thereof.  The Company will, at all times while the Warrants are
outstanding, maintain an adequate reserve of duly authorized shares of Common
Stock equal to the number of shares of Common Stock issuable upon the exercise
in full of the Warrants.

    


    4.4. No
Conflicts; No Violation.

    


    (a) The
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby (including,
without limitation, the issuance of the Units and the securities underlying the
Units) will not: (i) conflict with or result in a violation of any provision of
its Certificate of Incorporation or Bylaws or the certificate of incorporation,
by-laws or other organizational documents of any Subsidiary; (ii) violate or
conflict with, result in a breach of any provision of, constitute a default (or
an event which with notice or lapse of time, or both, could become a default)
under or give to others any rights of termination, amendment, acceleration or
cancellation of any material agreement, indenture, patent, patent license or
instrument to which the Company or any Subsidiary is a party; or (iii) result in
a material violation of any law, rule, regulation, order, judgment or decree
(including United States federal and state securities or “blue sky” laws and
regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or any
Subsidiary or by which any property or asset of the Company or any Subsidiary is
bound or affected (except for such conflicts, breaches, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect).

    


    (b) Except as
specifically contemplated by this Agreement and as required under the Securities
Act and any applicable state securities or “blue sky” laws or any listing
agreement with any securities exchange or automated quotation system, neither
the Company nor any Subsidiary is required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental
agency or any regulatory or self regulatory agency in order for it to execute,
deliver or perform any of the Company’s obligations under this Agreement in
accordance with the terms hereof, or to issue and sell the Units in accordance
with the terms hereof.  All consents, authorizations, orders, filings
and registrations which the Company or any Subsidiary is required to obtain
pursuant to the preceding sentence have been obtained or effected on or prior to
the date hereof.

     

    
      
         

      

      
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    4.5. Disclosure.  This
Agreement, and all other documents delivered in connection herewith at the
Closing, do not contain any untrue statement of a material fact, or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

    


    4.6. SEC
Reports; Financial Statements.  (i)  The Company has timely
filed or will timely file as soon as is reasonably practicable, all reports,
schedules, forms, statements and other documents required to be filed by it with
the Commission pursuant to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (all of the foregoing, and all
other documents and registration statements heretofore filed by the Company with
the Commission being hereinafter referred to as the “SEC Documents”), which are
hereby incorporated by reference and the disclosures contained therein
specifically made a part of this Agreement.  None of the SEC
Documents, at the time they were filed with the Commission (except those SEC
Documents that were subsequently amended), contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.  As of their
respective dates, the financial statements of the Company included (or
incorporated by reference) in the SEC Documents complied as to form in all
material respects with applicable accounting requirements and the published
rules and regulations of the Commission or other applicable rules and
regulations with respect thereto (except those SEC Documents that were
subsequently amended).  Such financial statements have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise
indicated in such financial statements or the notes thereto, or (b) in the case
of unaudited interim statements, to the extent they may exclude footnotes or may
be condensed or summary statements) and fairly present in all material respects
the financial position of the Company and its Subsidiaries as of the dates
thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments).  As of the date hereof, the Company has, on a timely
basis, made all filings required to be made by the Company with the
Commission.

    


    4.7. Securities
Law Exemption.  Assuming the truth and accuracy of the Subscriber’s
representations and warranties in this Agreement and the truth and accuracy of
each of the other Subscribers’ representations and warranties set forth in the
subscription agreements executed by such other Subscribers, the offer, sale and
issuance of the Securities as contemplated by this Agreement and the other
subscription agreements are exempt from the registration requirements of the Act
and applicable state securities laws, and neither the Company nor any authorized
agent acting on its behalf has taken or will take any action hereafter that
would cause the loss of such exemption.

    


    5. RISK FACTORS.  THE SUBSCRIBER ACKNOWLEDGES THAT
THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH THE PURCHASE OF THE UNITS AND THAT
SUCH SECURITIES ARE HIGHLY SPECULATIVE AND SHOULD NOT BE PURCHASED BY ANYONE WHO
CANNOT AFFORD A TOTAL LOSS OF HIS OR HER ENTIRE
INVESTMENT.  The Subscriber represents and warrants that he or
she has carefully considered and reviewed all the information contained within
the reports the Company files with the Securities and Exchange Commission
(available at www.sec.gov)
and the following risks in reaching a determination to purchase the
Units:

    


    The Company has a Lack of Operating
History.

    


    Cavalier is a development stage
enterprise, with no operations. Cavalier was incorporated on February 7,
2007, and is a blank check company with no operating history and no revenue to date. Accordingly,
Cavalier has a no operating history upon which to base an
evaluation of its business and prospects. To address these risks, Cavalier must successfully implement
Emissary’s business plan and marketing strategies.
Cavalier may not successfully implement all or
any of Emissary’s
business strategies or
successfully address the risks and uncertainties that Cavalier encounters.

     

    
      
         

      

      
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    The Company’s future operations will be
subject to Market Risks.

     

    The profitability of a significant
portion of the Company's investment program depends to a great extent upon
correctly assessing the future course of the price movements of securities and
other investments.  There can be no assurance that the Company will be
able to predict accurately these price movements.  Although the
Company may attempt to mitigate market risk through the use of long and short
positions or other methods, there may be a significant degree of market
risk.  Unexpected volatility or illiquidity in the Company’s
investments or markets in which the Company invests may impair the Company’s
ability to carry out its investment strategies or may cause the Company to incur
losses.

     

    The
Company’s future success will be subject to the Nature of its
Investments.

     

    The Company will have broad discretion
in making investments and the projects it undertakes.  There can be no
assurance that the Company will correctly evaluate the nature and
magnitude of the various factors that could affect the value of and return on
investments.  Prices of investments may be volatile, and a variety of
factors that are inherently difficult to predict, such as domestic or
international economic and political developments, may significantly affect the
results of the Company’s activities and the value of its
investments.  In addition, the value of the Company’s investments may
fluctuate as the general level of interest rates fluctuates.  No
guarantee or representation is made that the Company’s investment objective will
be achieved.

     

    Substantially all of the Company’s
assets will be invested in securities, some of which may be particularly
sensitive to economic, interest-rate, market, industry and other variable
conditions.  No assurance can be given as to when or whether adverse
events might occur which could cause immediate and significant losses to the
Company.

    


    The
Company’s Investments may be subject to Small-Cap Risks.

    


    At times, the securities of small-cap
issuers may offer the potential for greater capital appreciation than
investments in securities of large-cap issuers, but they may present greater
risks as well.  Small-cap issuers are often businesses with limited
product lines, markets and financial resources.  They may be dependent
for management on one or a few key persons.  Their securities may be
thinly traded and therefore have to be sold at a discount from current market
prices or sold in small lots over an extended period of time.  They
may be subject to wider price swings and thus may create a greater chance of
loss than when investing in securities of larger-cap
issuers.  Transaction costs in securities of small-cap issuers are
usually higher than in those of larger-cap issuers.

    


    There is a risk that
the Company may not be able to continue as a Going Concern.

    


    In their report for the year ended
December 31,
2007, our independent
registered public accounting firm stated that our significant losses from
operations as of December
31, 2007 raised substantial
doubt about our ability to continue as a going concern. Since that time, we have continued to experience losses
from operations. Our ability to continue as a going concern is subject to our
ability to generate a profit and/or obtain necessary funding from outside
sources, including obtaining additional funding from the sale of our securities,
increasing sales or obtaining loans and grants from various financial
institutions where possible. Our continued net operating losses and
stockholders’ deficiency increase the difficulty in meeting such goals and there
can be no assurances that such methods will prove successful.  If
working capital is not available, the Company may be unable to commence
operations.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    There
is no public market for the Company’s Common Stock and prospective investors may
not be able to resell their shares at or above the offering price, if at
all.

     

    There is
no market for the Company’s Common Stock and no assurance can be given that an
active trading market will develop for the Common Stock or, if one does develop,
that it will be maintained.  In the absence of a public trading
market, an investor may be unable to liquidate his investment in the
Company.  The offering price of this Offering is not indicative of
future market prices.

     

    Investors
purchasing Units in this Offering will pay a price that was not established in a
competitive market.  The public market may not agree with or accept
this valuation, in which case investors may not be able to sell the shares of
common stock included in the Units at or above the offering price, if at
all.  The market price of the Common Stock may fluctuate significantly
in response to factors, some of which are beyond the Company’s control,
including the following:

     

    
      	
              ·  

            	
              Actual
      or anticipated variations in operating
results;

            


    

    
      	
              ·  

            	
              New
      products or services that Emissary or its competitors
    offer;

            


    

    
      	
              ·  

            	
              Changes
      in financial estimates by securities
analysts;

            


    

    
      	
              ·  

            	
              Global
      unrest and terrorist activities;

            


    

    
      	
              ·  

            	
              General
      economic conditions in our primary
markets;

            


    

    
      	
              ·  

            	
              Changes
      in the economic performance and/or market valuations of other similarly
      situated companies;

            


    

    
      	
              ·  

            	
              The
      Company’s announcement of significant acquisitions, strategic
      partnerships, joint ventures or capital
  commitments;

            


    

    
      	
              ·  

            	
              Additions
      or departures of key personnel; and

            


    

    
      	
              ·  

            	
              Sales
      or other transactions involving the Company’s common
  stock.

            


    

    


    Even if a trading market is developed,
our common shares will likely only be sporadically or “thinly-traded” on the
“Over-the-Counter Bulletin Board”, meaning that the number of persons interested
in purchasing our common shares at or near bid prices at any given time may be
relatively small or non-existent.  This situation is attributable to a
number of factors, including the fact that we are a small company which is
relatively unknown to stock analysts, stock brokers, institutional investors and
others in the investment community that generate or influence sales volume, and
that even if we came to the attention of such persons, they tend to be
risk-averse and would be reluctant to follow company such as ours or purchase or
recommend the purchase of our shares until such time as we became more seasoned
and viable.  As a consequence, there may be periods of several days or
more when trading activity in our shares is minimal or non-existent, as compared
to a seasoned issuer which has a large and steady volume of trading activity
that will generally support continuous sales without an adverse effect on share
price.

    


    The stock
market in general may experience extreme price and volume
fluctuations.  Continued market fluctuations could result in extreme
volatility in the price of the Common Stock, which could cause a decline in the
value of the Common Stock.  Prospective investors should also be aware
that price volatility may be worse if the trading volume of the Common Stock is
low.

    


    Subscribers
will be subject to a longer holding period.

    


    Since the
Company is defined as a “shell company” under the Securities Act of 1933, as
amended, if the Company does not file a registration statement to register the
shares sold in this Offering, investors will not be permitted to publicly sell
their shares under Rule 144 until at least one year has elapsed from the time
the Company files information sufficient to reflect that it is no longer a shell
company and has filed all reports required under the Securities Exchange Act of
1934, as amended, for the next twelve months.  For other companies
subject to filing reports under the Exchange Act, the holding period under Rule
144 is typically six months under most circumstances.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    No
independent advisors have reviewed this Memorandum on behalf of the
investors.

     

    We have
not retained any independent professionals to review or comment on this Offering
or otherwise protect the interests of the investors
hereunder.  Although the Company has retained its own counsel, law
firm has made, on behalf of the investors, any investigation of the merits or
the fairness of this Offering or of any factual matters represented herein, and
purchasers of our securities should not rely on the law firms so retained with
respect to any matters herein described.  Prior to making an
investment in our securities, all potential investors should consult with their
own legal, financial, and tax advisers.

     

    We
are subject to the periodic reporting requirements of the Exchange Act, which
will require us to incur audit fees and legal fees in connection with the
preparation of such reports.  These additional costs will reduce or
might eliminate our profitability.

     

    We are
required to file periodic reports with the SEC pursuant to the Exchange Act and
the rules and regulations promulgated thereunder.  To comply with
these requirements, our independent registered auditors will have to review our
quarterly financial statements and audit our annual financial
statements.  Moreover, our legal counsel will have to review and
assist in the preparation of such reports.  The costs charged by these
professionals for such services cannot be accurately predicted at this time,
because factors such as the number and type of transactions that we engage in
and the complexity of our reports cannot be determined at this time and will
have a major affect on the amount of time to be spent by our auditors and
attorneys.  However, the incurrence of such costs will obviously be an
expense to our operations and thus have a negative effect on our ability to meet
our overhead requirements and earn a profit.  We may be exposed to
potential risks resulting from new requirements under Section 404 of the
Sarbanes-Oxley Act of 2002.  If we cannot provide reliable financial
reports or prevent fraud, our business and operating results could be harmed,
investors could lose confidence in our reported financial information, the
trading price of our Common Stock, if a market ever develops, could drop
significantly, or we could become subject to SEC enforcement
proceedings.

     

    As
currently required under Section 404 of the Sarbanes-Oxley Act of 2002, we will
be required to include in our annual report our assessment of the effectiveness
of our internal control over financial reporting.  Furthermore, our
independent registered public accounting firm will be required to attest to
whether our assessment of the effectiveness of our internal control over
financial reporting is fairly stated in all material respects and separately
report on whether it believes we have maintained, in all material respects,
effective internal control over financial reporting as of December 31,
2008.  We have not yet completed our assessment of the effectiveness
of our internal control over financial reporting.  We expect to incur
additional expenses and diversion of management's time as a result of performing
the system and process evaluation, testing, and remediation required to comply
with the management certification and auditor attestation
requirements.

     

    During
the course of our testing, we may identify deficiencies that we may not be able
to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for
compliance with the requirements of Section 404.  In addition, if we
fail to achieve and maintain the adequacy of our internal controls, as such
standards are modified, supplemented, or amended from time to time, we may not
be able to ensure that we can conclude on an ongoing basis that we have
effective internal controls over financial reporting in accordance with Section
404 of the Sarbanes-Oxley Act.  Moreover, effective internal controls,
particularly those related to revenue recognition, are necessary for us to
produce reliable financial reports and are important to help prevent financial
fraud.  If we cannot provide reliable financial reports or prevent
fraud, our business and operating results would be harmed, investors could lose
confidence in our reported financial information, the trading price of our
Common Stock, if a market ever develops, could drop significantly, or we could
become subject to SEC enforcement proceedings.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Because
Emissary is becoming public by means of a Share Exchange, there is no history of
compliance with United States securities laws and accounting rules.

    


    In order
to be able to comply with United States securities laws, Emissary will be
completing its initial audit of its financial statements in accordance with U.S.
generally accepted auditing standards.  As the management of Emissary
does not have direct experience with the preparation of its own financial
statements in accordance with generally accepted accounting principles or with
the preparation of periodic reports filed with the SEC, it may be more difficult
for such management, when they become managers of the Company following the
Share Exchange, to comply on a timely basis with SEC reporting requirements than
a comparable public company.

    


    Because
the Company is becoming public by means of a Share Exchange, it may not be able
to attract the attention of major brokerage firms and, as a public company, will
incur substantial expenses.

     

    Additional
risks may exist since the Company will become public through a Share Exchange,
security analysts of major brokerage firms may not provide coverage of the
Company.  No assurance can be given that brokerage firms will want to
conduct any secondary offerings on behalf of the Company in the
future.

     

    As a
result of the Share Exchange, the Company will become a publicly-traded company
and, accordingly, subject to the information and reporting requirements of the
U.S. securities laws.  The public company costs of preparing and
filing annual and quarterly reports, proxy statements and other information with
the SEC and furnishing audited reports to shareholders will cause the Company’s
expenses to be higher than they would be if it remained privately-held and did
not enter into the Share Exchange.

     

    An
investment in the Units is speculative and there can be no assurance of any
return on any such investment.

     

    An
investment in the Units is speculative and there is no assurance that investors
will obtain any return on their investment. Investors will be subject to
substantial risks involved in an investment in the Company, including the risk
of losing their entire investment.

    


    The
Common Stock may be considered a “penny stock” and may be difficult to
sell.

    


    While
there can be no assurance that a public trading market will ever be developed,
or if developed that on will be maintained, it is likely that our Common Stock
will be considered a “penny stock.”  The SEC has adopted regulations
which generally define “penny stock” to be an equity security that has a market
price of less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to specific exemptions.  Initially, the market price of
the Common Stock is likely to be less than $5.00 per share and therefore may be
designated as a “penny stock” according to SEC rules. The “penny stock” rules
impose additional sales practice requirements on broker-dealers who sell
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of securities and have received the purchaser's written consent to
the transaction before the purchase. Additionally, for any transaction involving
a penny stock, unless exempt, the broker-dealer must deliver, before the
transaction, a disclosure schedule prescribed by the Securities and Exchange
Commission relating to the penny stock market. The broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements must be sent disclosing recent price information on the limited
market in penny stocks. These additional burdens imposed on broker-dealers may
restrict the ability or decrease the willingness of broker-dealers to sell our
common shares, and may result in decreased liquidity for our common shares and
increased transaction costs for sales and purchases of our common shares as
compared to other securities.  In addition, since the Common Stock is
currently traded on the NASD’s OTC BB, investors may find it difficult to obtain
accurate quotations of the Common Stock and may experience a lack of buyers to
purchase such stock or a lack of market makers to support the stock
price.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    We
have significant discretion over use of net proceeds.

     

    Other
than for payments required to be made under the Share Exchange and needed to
complete the Offering, we will have significant flexibility in applying the net
proceeds of the Offering. The actual amounts and timing of these expenditures
may vary significantly depending on a number of factors, including the amount of
cash required to establish new or additional distribution channels and sources
of supply and product assembly of our businesses, the amount of cash generated
by our operations and the market response to our growth strategy. If we do not
use the proceeds in a manner beneficial to us, our business could suffer and our
stock price could decline.

    


    There
is a risk of market fraud.

     

    Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and
abuse.  Such patterns include (1) control of the market for the
security by one or a few broker-dealers that are often related to the promoter
or issuer; (2) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask differential
and markups by selling broker-dealers; and (5) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses. We are aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.

    


    There
is limited liquidity on the OTC Bulletin Board.

    


    When
fewer shares of a security are being traded on the OTC BB, volatility of prices
may increase and price movement may outpace the ability of the OTC BB to deliver
accurate quote information. Due to lower trading volumes in the Common Stock,
there may be a lower likelihood of a person’s orders for shares of the Common
Stock being executed, and current prices may differ significantly from prices
quoted by the OTC BB at the time of order entry.

    


    There
is a limitation in connection with the editing and canceling of orders on the
OTC Bulletin Board.

     

    Orders
for OTC BB securities may be canceled or edited like orders for other
securities. All requests to change or cancel an order must be submitted to,
received and processed by the OTC BB. Due to the manual order processing
involved in handling OTC BB trades, order processing and reporting may be
delayed.  As a result, it may not be possible to edit orders.
Consequently, it may not be possible for the Company’s shareholders to sell the
Common Stock at optimum trading prices.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    A
significant number of the Company’s shares will be eligible for sale, and their
sale could depress the market price of the Company’s stock.

     

    Sales of
a significant number of shares of the Common Stock in the public market
following this Offering and the Share Exchange could harm the market price of
the Common Stock.  As additional shares of the Common Stock become
gradually available for resale in the public market pursuant to the availability
of Rule 144, the supply of the Common Stock will increase, which could decrease
its price.  The Company will issue up to 3,000,000 shares of Common
Stock, and Warrants to purchase up to an additional 900,000 shares of Common
Stock, as part of the Units in this Offering and an additional 12,047,500 shares
of Common Stock in connection with the Share Exchange.  The Company
has reserved the right to issue up to an additional 18 Units in the Offering
representing 450,000 shares. Some or all of the shares of Common Stock may be
offered from time to time in the open market pursuant to Rule 144, and these
sales may have a depressive effect on the market for the shares of Common
Stock.  In general, once the Common Stock may avail itself under Rule
144, assuming the availability of certain current public information about a
issuer, a person who is not an affiliate of the issuer and has not been
affiliated for a period of three (3) months private sale and, who has held
restricted shares for the applicable holding period which is generally six
months, may sell into the market an unlimited number of shares of Common
Stock.

     

    Purchasers
are acquiring units consisting of restricted securities.

     

    The
shares of Common Stock included in the Units sold in this Offering, the Warrants
and the shares of Common Stock issuable upon exercise of the Warrants included
in the Units sold in this Offering will be “restricted” securities which have
not been registered under federal or state securities laws and will not be
freely transferable.  Purchasers of these securities must be prepared
to bear the economic risks of investment for an indefinite period of time since
the securities cannot be sold unless they are subsequently registered or an
exemption from registration is available.

     

    There
is no public trading market for the Warrants and the Warrants are restricted and
not freely transferable.

    


    There is
currently no public trading market for our warrants.  Therefore, there
is no central place, such as a stock exchange or electronic trading system, to
resell your Warrants.  The Warrants sold in this Offering (and the
shares of Common Stock issued upon exercise of the Warrants) are restricted
securities and are not freely transferable.  The Warrants are being
sold pursuant to an exemption under the Securities Act and cannot be resold or
otherwise transferred without registration under the Securities Act and any
applicable state laws or an opinion of counsel, satisfactory to us, to the
effect that registration of the Common Stock issuable upon exercise of the
Warrants is not required because of exemptions therefrom.

    


    Purchasers
of the Units in this Offering will experience immediate dilution.

     

    Purchasers
of Units in this Offering will experience immediate dilution in the net tangible
book value per common share from the purchase price of the Units.

     

    Investors
should not anticipate receiving cash dividends on the Company’s
stock.

     

    The
Company has never declared or paid any cash dividends or distributions on its
capital stock.  The Company currently intends to retain its future
earnings to support operations and to finance expansion and therefore does not
anticipate paying any cash dividends on the Common Stock in the foreseeable
future.

     

    6. CONDITION TO OBLIGATIONS OF
SUBSCRIBER. The Subscriber’s obligations hereunder are subject to the
closing of the transactions contemplated by the Share Exchange Agreement, and
the Company owning all of the issued and outstanding common stock of
Emissary.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    7. COVENANTS
OF THE COMPANY AND SUBSCRIBER.

    


    7.1. Form D;
Blue Sky Laws.  The Company shall timely file with the Commission, and
the applicable states, a Notice of Sale of Units on Form D with respect to the
Offering, as required under Regulation D.

    


    7.2. Expenses.  The
Company and the Subscriber are liable for, and shall pay, their own expenses
incurred in connection with the negotiation, preparation, execution and delivery
of this Agreement, including, without limitation, attorneys’ and consultants’
fees and expenses.

    


    7.3. Compliance
with Law.  As long as the Subscriber owns any of the Common Stock, the
Company will conduct its business in compliance with all applicable laws, rules
and regulations of the jurisdictions in which it is conducting business
(including, without limitation, all applicable local, state and federal
environmental laws and regulations), except for those laws, rules and
regulations the failure to comply with which would not have a Material Adverse
Effect.

    


    7.4. Sales by
Subscribers.  The Subscriber shall sell any and all Securities
purchased hereby in compliance with applicable prospectus delivery requirements,
if any, or otherwise in compliance with the requirements for an exemption from
registration under the Securities Act and the rules and regulations promulgated
thereunder.  The Subscriber will not make any sale, transfer or other
disposition of the Units in violation of federal or state securities or “blue
sky” laws and regulations.

     

    8. MISCELLANEOUS.

    


    8.1. Governing
Law; Jurisdiction.  This Agreement will be governed by and interpreted
in accordance with the laws of the State of Delaware without regard to the
principles of conflict of laws.  The parties hereto hereby submit to
the exclusive jurisdiction of the United States federal and state courts located
in the State of New York with respect to any dispute arising under this
Agreement or the transactions contemplated hereby or thereby.

    


    8.2. Counterparts;
Electronic Signatures.  This Agreement may be executed in two or more
counterparts, all of which are considered one and the same agreement and will
become effective when counterparts have been signed by each party and delivered
to the other parties.  This Agreement, once executed by a party, may
be delivered to the other parties hereto by (e.g. electronic submission,
facsimile transmission or e-mail of a copy of this Agreement bearing the
signature of the party so delivering this Agreement).

    


    8.3. Headings.  The
headings of this Agreement are for convenience of reference only, are not part
of this Agreement and do not affect its interpretation.

    


    8.4. Severability.  If
any provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision will be deemed modified in order to
conform to such statute or rule of law.  Any provision hereof that may
prove invalid or unenforceable under any law will not affect the validity or
enforceability of any other provision hereof.

    


    8.5. Entire
Agreement; Amendments.  This Agreement (including all schedules and
exhibits hereto) constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof.  There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein or therein.  This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof.  Except as set forth in herein, no provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    8.6. Removal
of Legends.  Upon the earlier of (i) registration for resale as set
forth herein, or (ii) an exemption under Rule 144 becoming available, the
Company shall (A) deliver to the transfer agent for the Securities (the
“Transfer Agent”) irrevocable instructions that the Transfer Agent shall reissue
a certificate representing shares of Common Stock without legends upon receipt
by such Transfer Agent of the legended certificates for such shares, together
with a customary representation by the Subscriber that Rule 144 applies to all
shares of Common Stock represented thereby and (B) cause its counsel to deliver
to the Transfer Agent one or more blanket opinions to the effect that the
removal of such legends in such circumstances may be effected under the
Securities Act subject to such investor and broker representations and
notifications or qualifications (in the case of subscribers who are or may be
deemed affiliates of the Company) that counsel may reasonably
request.  From and after the earlier of such dates, upon a
Subscriber’s written request, the Company shall promptly cause certificates
evidencing the Subscriber’s securities to be replaced with certificates which do
not bear such restrictive legends, and Warrant Shares subsequently issued upon
due exercise of the Warrants shall not bear such restrictive legends provided
the provisions of either clause (i) or clause (ii) above, as applicable, are
satisfied with respect to such Warrant Shares.

    


    8.7. Successors
and Assigns.  This Agreement is binding upon and inures to the benefit
of the parties and their successors and assigns.  The Company will not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Subscriber and the Subscriber may not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of the Company.  Notwithstanding the foregoing, the Subscriber
may assign all or part of its rights and obligations hereunder to any of its
“affiliates,” as that term is defined under the Securities Act, without the
consent of the Company so long as the affiliate is an accredited investor
(within the meaning of Regulation D) and agrees in writing to be bound by this
Agreement.  This provision does not limit the Subscriber’s right to
transfer the Common Stock or Warrants pursuant to the terms of this Agreement or
to assign the Subscriber’s rights hereunder to any such transferee pursuant to
the terms of this Agreement.

    


    8.8. Third
Party Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

    


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

    


    8.10. No Strict
Construction.  The language used in this Agreement is deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.

    


    8.11. Equitable
Relief.  The Company recognizes that, if it fails to perform or
discharge any of its obligations under this Agreement, any remedy at law may
prove to be inadequate relief to the Subscriber.  The Company
therefore agrees that the Subscribers are entitled to seek temporary and
permanent injunctive relief in any such case.

    


    8.12. Acceptance.  Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement
shall become a binding obligation of the Subscriber with respect to the purchase
of Units as herein provided, subject to acceptance by the Company; subject,
however, to the right hereby reserved to the Company to enter into the same
agreements with other Subscribers and to add and/or delete other persons as
Subscribers.

    


    8.13. Waiver.  It
is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    8.14. Other
Documents.  The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.

    


    8.15. Public
Statements.  The Subscriber agrees not to issue any public statement
with respect to the Subscriber’s investment or proposed investment in the
Company or the terms of any agreement or covenant between them and the Company
without the Company’s prior written consent, except such disclosures as may be
required under applicable law or under any applicable order, rule or
regulation.

    


    8.16. Exculpation
Among Subscribers.  The Subscriber agrees, acknowledges and
understands that it is not relying on any of the other Subscribers in making its
investment or decision to invest in the Company.  The Subscriber
agrees, acknowledges and understands that none of the other Subscribers nor
their respective controlling persons, officers, directors, partners, agents or
employees shall be liable to the Subscriber for any action heretofore or
hereafter taken or omitted to be taken by any of them in connection with the
purchase of the Units or the execution of or performance under this Agreement,
nor shall the Subscriber be liable to the other Subscribers for any action
heretofore or hereafter taken or omitted to be taken by the Subscriber in
connection with the purchase of the Units or the execution of or performance
under this Agreement.

    


    8.17. Several
Obligations.  The obligations of each Subscriber under any
Subscription Agreements are several and not joint with the obligations of any
other Subscriber, and no Subscriber shall be responsible in any way for the
performance of the obligations of any other Subscriber under any Subscription
Agreement.  Nothing contained herein or in any other Subscription
Agreement, and no action taken by any Subscriber pursuant hereto or thereto,
shall be deemed to constitute the Subscribers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the
Subscribers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Subscription
Agreements.  Each Subscriber confirms that it has independently
participated in the negotiation of the transaction contemplated hereby with the
advice of its own counsel and advisors.  Each Subscriber shall be
entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of any other
Subscription Agreements, and it shall not be necessary for any other Subscriber
to be joined as an additional party in any proceeding for such
purpose.  The Company acknowledges that each of the Subscribers has
been provided with the same Subscription Agreements for the purpose of closing a
transaction with multiple Subscribers and not because it was required or
requested to do so by any Subscriber.

    


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

    


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        16

        
          

        

      

      
         

      

    

     

    SIGNATURE
PAGE

    


    The
Subscriber hereby offers to purchase and subscribe to ________Units and encloses
payment of $25,000 per unit for an aggregate investment of
$__________.

    


     

    
      
        
          	 
      	 
      	 
	 	Name
      of Subscriber	 
	 	 	 
	 	 	 
	 	Signature
      of Subscriber	 
	 	 	 
	 	 	 
	 	Name
      of  Joint Subscriber	 
	 	(If
      Applicable)	 
	 	 	 
	 	 	 
	 	Signature
      of  Joint Subscriber	 
	 	(If
      Applicable)	 
	 	 	 
	 	 	 
	 	Name
      and Title of Authorized Signatory	 
	 	(If
      Applicable)	 
	 	 	 
	 	 	 
	 	(Print)
      Street Address - Residence	 
	 	 	 
	 	 	 
	 	(Print)
      City, State and Zip Code	 
	 	 	 
	 	 
      	 
	 	Social
      Security/Taxpayer I.D. Number:	 


        

      

      


      


      AGREED
TO AND ACCEPTED:

      


      As of
_______, 2009

       

      
        
          
            	CAVALIER HOLDINGS,
      INC.	 	 	
                  	 
	
                  	 	 	
                  	 
	 	
                     

                  	 	 	
                  	 
	By:	 	 	 	 	 
	 	Leo
      Mentzelopoulos 	 	 	 	 
	
                  	President	 	 	 	 


          

           

          
            
               

            

            
              17

              
                

              

            

            
               

            

          

           

        

      

    

    EXHIBIT
A

     

    CONFIDENTIAL
INVESTOR QUESTIONNAIRE

     

    The
Subscriber represents and warrants that he, she or it comes within category as
marked below, and that for any category marked, he, she or it has truthfully set
forth, where applicable, the factual basis or reason the Subscriber comes within
that category.  ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE
KEPT STRICTLY CONFIDENTIAL.  The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.

    


    The
undersigned is an individual (not a partnership, corporation, etc.) whose
individual net worth, or joint net worth with his or her spouse, presently
exceeds $1,000,000.

    


     

    Explanation.  In
calculating net worth you may include equity in personal property and real
estate, including your principal residence, cash, short-term investments, stock
and securities.  Equity in personal property and real estate should be
based on the fair market value of such property less debt secured by such
property.

     

    The
undersigned is an individual (not a partnership, corporation, etc.) who had an
income in excess of $200,000 in each of the two most recent years, or joint
income with his or her spouse in excess of $300,000 in each of those years (in
each case including foreign income, tax exempt income and full amount of capital
gains and losses but excluding any income of other family members and any
unrealized capital appreciation) and has a reasonable expectation of reaching
the same income level in the current year.

    


    The
undersigned is a director or executive officer of the Company which is issuing
and selling the Units.

    


    The
undersigned is a bank; a savings and loan association; insurance company;
registered investment company; registered business development company; licensed
small business investment company (“SBIC”); or employee benefit plan within the
meaning of Title 1 of ERISA and (a) the investment decision is made by a plan
fiduciary which is either a bank, savings and loan association, insurance
company or registered investment advisor, or (b) the plan has total assets in
excess of $5,000,000 or (c) is a self directed plan with investment decisions
made solely by Persons that are accredited Subscribers. (describe
entity)

    
       

      
        
          	 
      	 
      	 
      
	 	 	 


        

        

        

      

    

    The
undersigned is a private business development company as defined in section
202(a)(22) of the Investment Advisors Act of 1940. (describe
entity)

    
       

      
        
          	 
      	 
      	 
      
	 	 	 


        

        

        

      

    

    The
undersigned is either a corporation, partnership, Massachusetts business trust,
or non-profit organization within the meaning of Section 501(c)(3) of the
Internal Revenue Code, in each case not formed for the specific purpose of
acquiring the Units and with total assets in excess of $5,000,000. (describe
entity)

    
       

      
        
          	 
      	 
      	 
      
	 	 	 


        

      

    

     

    The
undersigned is a trust with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Units, where the purchase is directed by a
“sophisticated person” as defined in Regulation 506(b)(2)(ii) under the
Securities Act.

     

     

    The
undersigned is an entity (other than a trust) all of the equity owners of which
are “accredited investors” within one or more of the above
categories.  If relying upon this Category H alone, each equity owner
must complete a separate copy of this Agreement.  (describe
entity)

    
       

      
        
          	 
      	 
      	 
      


        

         

        
          
             

          

          
            18

            
              

            

          

          
             

          

        

         

      

    

    The
undersigned is not within any of the categories above and is therefore not an
accredited investor.

     

    


    The
undersigned agrees that the undersigned will notify the Company at any time on
or prior to the Closing Date in the event that the representations and
warranties made by the undersigned in this Agreement shall cease to be true,
accurate and complete.

     

     

    SUITABILITY
(please answer each question)

     

    (a)  For
an individual Subscriber, please describe your current employment, including the
company by which you are employed and its principal business:

    
      
        
          	 
      
	 
	 


        

      

    

    


    


    (b)  For
an individual Subscriber, please describe any college or graduate degrees held
by you:

    
      
        
          	 
      
	 
	 


        

      

    

     

    


    (c) For
all Subscribers, please list types of prior investments:

    
      
        
          	 
      
	 
	 


        

      

    

     

    


    (d)  For
all Subscribers, please state whether you have you participated in other private
placements before:

    
      
         

        
          
            	 	YES	 	 	NO	 	 


          

        

      

    

    


    (e) If
your answer to question (d) above was “YES”, please indicate frequency of such
prior participation in private placements of:

    
      

        
          	
                  Public   

                      
      Companies  

                	
                  Private

                          Companies   

                	
                  Public
      or Private

                  [                       ]

                


        

      

       

    

    Frequently                                                                  

    Occasionally                                                                            

    Never                                                                            

    


    


    (f) For
individual Subscribers, do you expect your current level of income to
significantly decrease in the foreseeable future:

    
      
         

        
          
            	 	YES	 	 	NO	 	 


          

        

      

    

    


    (g)  For
trust, corporate, partnership and other institutional Subscribers, do you expect
your total assets to significantly decrease in the foreseeable
future:

    
      
         

        
          
            	 	YES	 	 	NO	 	 


          

        

      

    

    


    (h)  For
all Subscribers, do you have any other investments or contingent liabilities
which you reasonably anticipate could cause you to need sudden cash requirements
in excess of cash readily available to you:

    
      
         

        
          
            	 	YES	 	 	NO	 	 


          

        

      

    

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    


    (i)  For
all Subscribers, are you familiar with the risk aspects and the non-liquidity of
investments such as the securities for which you seek to subscribe?

    
      
         

        
          
            	 	YES	 	 	NO	 	 


          

        

      

    

     

    (j)  For
all Subscribers, do you understand that there is no guarantee of financial
return on this investment and that you run the risk of losing your entire
investment?

    
      
         

        
          
            	 	YES	 	 	NO	 	 


          

        

      

       

    

    


    4.           FINRA
AFFILIATION.

    


    Are you
affiliated or associated with a FINRA member firm (please check
one):

    
      
         

        
          
            
              	 	Yes	 	 	No	 
      	 


            

          

        

      

    

    


    If yes,
please describe:

    
       

      
        
          	  
      


        

      

      

      

    

    If
Subscriber is a Registered Representative with a FINRA member firm, have the
following acknowledgment signed by the appropriate party:

    


    The
undersigned FINRA member firm acknowledges receipt of the notice required by the
Rules of Fair Practice.

    
       

      
        
          	 	 	 	
                	 
	Name
      of FINRA Member Firm	 	 	
                	 
	 	
                   

                	 	 	
                	 
	By:	 	 	 	 	 
	 	Authorized
      Officer	 	 	 	 
	Date: 
      	 
      	 	 	 	 


        

      

       

    

    


    5.The
undersigned is informed of the significance to the Company of the foregoing
representations and answers contained in the Confidential Investor Questionnaire
and such answers have been provided under the assumption that the Company, its
counsel and agents will rely on them.

    
      
         

        
          
            	Sign
      Name: 	
                     

                  	 	 	
                  	 
	 	 	 	 	 	 
	Print
      Name: 	 	 	 	 	 
	 	
                  	 	 	 	 
	Date: 
      	 
      	 	 	 	 


          

        

      

    

     

    
      
         

      

      
        20