Unassociated Document


    Exhibit
10.4

     

    WASTE2ENERGY,
INC.1

    SUBSCRIPTION
AGREEMENT

    SUBSCRIPTION
AGREEMENT (this “Agreement”)
made as of the last date set forth on the signature page hereof between
Waste2Energy, Inc., a Delaware corporation (“Waste2Energy”),
and the undersigned (the “Subscriber”).

     

    W I T N E
S S E T H:

    WHEREAS,
Waste2Energy is offering for sale (the “Offering”)
its units (the “Units”),
at a purchase price of $2.00 per Unit, each Unit consisting of (i) three (3)
shares (the “Shares”)
of common stock (the “Common
Stock”), and (ii) a three-year warrant to purchase three (3) additional
shares of Common Stock (the “Warrant
Shares”) at an exercise price of $1.25 per share (the “Warrants,”
and together with the Units, the Shares and the Warrant Shares, collectively,
the “Securities”);

     

    WHEREAS,
the Units will only be sold pursuant to the Confidential Private Offering
Memorandum dated May 7, 2009 (such Memorandum, together with all amendments,
supplements and exhibits thereto, collectively, the “Memorandum”)
and only to “accredited investors” as such term is defined in Rule 501 of
Regulation D (“Regulation
D”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”);

     

    WHEREAS,
the Offering is being made on a 250,000 Unit minimum ($500,000) (the “Minimum
Amount”) and a 4,000,000 Unit maximum ($8,000,000) (the “Maximum
Amount”), with an over-subscription option (the “Over-Subscription
Option”) of up to an additional 1,000,000 Units
($2,000,000);

     

    WHEREAS,
Waste2Energy is conducting the Offering on a “reasonable efforts, all-or-none”
basis as to the Minimum Amount and a “reasonable efforts” basis thereafter as to
the Maximum Amount and the Over-Subscription Option;

     

    WHEREAS,
simultaneously with, and as a condition to the closing of the Minimum Amount,
Pubco will acquire in a merger all of the issued and outstanding capital stock
of Waste2Energy pursuant to which all of the Waste2Energy shareholders will
receive newly issued restricted shares of Common Stock in exchange for their
Waste2Energy shares (the “Reverse
Transaction”);

     

    WHEREAS,
the Units are being offered by Waste2Energy through Charles Vista, LLC (“Charles
Vista” or the “Placement
Agent”) on a reasonable efforts basis pursuant to and on the offering
terms set forth in the Memorandum and herein;

     

     

     

    
      

        

      

        
        1 The
Offering is for securities of Maven Media Holdings, Inc., a Delaware corporation
(“Pubco”).  Simultaneously
with the initial closing of the Minimum Amount, Pubco will effectuate the
Reverse Transaction (as defined herein) with Waste2Energy, all as described in
the Memorandum.

      

       

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    WHEREAS,
the Subscriber desires to purchase and Waste2Energy desires to sell that number
of Units set forth on the signature page hereof on the terms and conditions
hereinafter set forth; and

     

    WHEREAS,
unless expressly provided elsewhere herein, hereinafter the term “Company”
refers to the combined entity of Waste2Energy and Pubco following the Reverse
Transaction.

     

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

     

    
      	
              I.  

            	
              SUBSCRIPTION FOR UNITS
      AND REPRESENTATIONS BY THE
SUBSCRIBER

            


    

     

    1.1 Subject
to the terms and conditions hereinafter set forth and in the Memorandum, the
Subscriber hereby irrevocably subscribes for and agrees to purchase from the
Company, and the Company agrees to sell to the Subscriber, such number of Units
as is set forth on the signature page hereof, at a price equal to $2.00 per
Unit.  The purchase price is payable by personal or business check or
money order made payable to “Signature Bank, as Escrow Agent for Waste2Energy,
Inc.” contemporaneously with the execution and delivery of this Agreement by the
Subscriber.  Subscribers may also pay the subscription amount by wire
transfer of immediately payable funds to:

     

    Signature
Bank

    950 Third Avenue

    New York, NY 10002

    ABA#: 026013576

    A/C#: 1501248807

    


    1.2 The
Subscriber recognizes that the purchase of the Units involves a high degree of
risk including, but not limited to, the following: (a) the Company has a limited
operating history and requires substantial funds in addition to the proceeds of
the Offering; (b) an investment in the Company is highly speculative, and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Units; (c) the Subscriber may not be able to
liquidate its investment; (d) transferability of the Common Stock and the
Warrants is extremely limited; (e) in the event of a disposition, the Subscriber
could sustain the loss of its entire investment; (f) the Company has not paid
any dividends since its inception and does not anticipate paying any dividends;
and (g) the Company may issue additional securities in the future which have
rights and preferences that are senior to those of the Common
Stock.  Without limiting the generality of the representations set
forth in Section
1.5 below, the Subscriber represents that the Subscriber has carefully
reviewed the section of the Memorandum captioned “Risk Factors.”

     

    1.3 The
Subscriber represents that the Subscriber is an “accredited investor” as such
term is defined in Rule 501 of Regulation D promulgated under the Securities
Act, and that the Subscriber is able to bear the economic risk of an investment
in the Units. The Subscriber is referred to the section of the Memorandum
entitled “Investor Qualifications” and to the Confidential Prospective Purchaser
Questionnaire for a full explanation of the term “accredited
investor.”

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    1.4 The
Subscriber hereby acknowledges and represents that (a) the Subscriber has
knowledge and experience in business and financial matters, prior investment
experience, or the Subscriber has employed the services of a “purchaser
representative” (as defined in Rule 501 of Regulation D), attorney and/or
accountant to read all of the documents furnished or made available by the
Company both to the Subscriber and to all other prospective investors in the
Units to evaluate the merits and risks of such an investment on the Subscriber’s
behalf; (b) the Subscriber recognizes the highly speculative nature of this
investment; and (c) the Subscriber is able to bear the economic risk that the
Subscriber hereby assumes.

     

    1.5 The
Subscriber hereby acknowledges it has received, carefully reviewed and
understands this Agreement, the Memorandum (which includes the “Risk Factors”),
including all exhibits thereto, and any documents which may have been made
available upon request as reflected therein, including the Warrant (collectively
referred to as the “Offering
Materials”), and hereby represents that the Subscriber has been furnished
by the Company during the course of the Offering with all information regarding
the Company, the terms and conditions of the Offering and any additional
information that the Subscriber has requested or desired to know, and has been
afforded the opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of the Company concerning the
Company and the terms and conditions of the Offering.

     

    1.6 (a)           In
making the decision to invest in the Units the Subscriber has relied solely upon
the information provided by the Company in the Offering Materials.  To
the extent necessary, the Subscriber has retained, at its own 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.  The Subscriber disclaims reliance on any statements made
or information provided by any person or entity in the course of Subscriber’s
consideration of an investment in the Units other than the Offering
Materials.

     

    (b) The
Subscriber represents that (i) the Subscriber was contacted regarding the sale
of the Units by the Company (or an authorized agent or representative thereof)
and (ii) 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 (A) receive or review any advertisement, article, notice or other
communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available; or (B)
attend any seminar meeting or industry investor conference whose attendees were
invited by any general solicitation or general advertising.

     

    1.7 The
Subscriber hereby represents that the Subscriber, either by reason of the
Subscriber’s business or financial experience or the business or financial
experience of the Subscriber’s professional advisors (who are unaffiliated with
and not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated
hereby.

     

    1.8 The
Subscriber hereby acknowledges that the Offering has not been reviewed by the
United States Securities and Exchange Commission (the “SEC”)
nor any state regulatory authority since the Offering is intended to be exempt
from the registration requirements of Section 5 of the Securities Act pursuant
to Regulation D promulgated thereunder.  The Subscriber understands
that none of the Securities have been registered under the Securities Act or
under any state securities or “blue sky” laws and agrees not to sell, pledge,
assign or otherwise transfer or dispose of the Common Stock, Warrant Shares, or
Warrants unless they are registered under the Securities Act and under any
applicable state securities or “blue sky” laws or unless an exemption from such
registration is available.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.9 The
Subscriber understands that none of the Securities have been registered under
the Securities Act by reason of a claimed exemption under the provisions of the
Securities Act that depends, in part, upon the Subscriber’s investment
intention.  In connection therewith, the Subscriber hereby represents
that the Subscriber is purchasing the Units for the Subscriber’s own account for
investment and not with a view toward the resale or distribution to
others.  The Subscriber, if an entity, further represents that it was
not formed for the purpose of purchasing the Units.

     

    1.10 The
Subscriber understands that although the Common Stock is listed for quotation on
the OTC Bulletin Board, there is no current trading market for the Common Stock
and no assurances can be given when, if ever, that an active market will develop
for the Common Stock.  The Subscriber understands that even if an
active market develops for the Common Stock, Rule 144 promulgated under the
Securities Act (“Rule
144”) requires for non-affiliates, among other conditions, a one-year
holding period commencing as of the date that the Company files “Form 10
information” with the SEC, prior to the resale of securities acquired in a
non-public offering without having to satisfy the registration requirements
under the Securities Act.  The Subscriber understands and hereby
acknowledges that the Company is under no obligation to register any of the
Securities under the Securities Act or any state securities or “blue sky” laws
other than as set forth in Article V
hereof.

     

    1.11 The
Subscriber agrees that if and to the extent required by an underwriter of the
Common Stock in a public offering, the undersigned will execute a “lock-up”
agreement regarding some or all of the undersigned’s Common Stock thereby
agreeing not to sell such securities for a period of time after completion of
the public offering whether or not such securities are included in the public
offering.

     

    1.12 The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Securities that such Securities have not been registered
under the Securities Act or any state securities or “blue sky” laws and setting
forth or referring to the restrictions on transferability and sale thereof
contained in this Agreement.  The Subscriber is aware that the Company
will make a notation in its appropriate records with respect to the restrictions
on the transferability of such securities. The legend to be placed on each
certificate shall be in form substantially similar to the
following:

     

    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION
THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT,
OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.”

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    1.13 The
Subscriber understands that the Company will review this Agreement and is hereby
given authority by the Subscriber to call Subscriber’s bank or place of
employment or otherwise review the financial standing of the Subscriber; and it
is further agreed that the Company, at its sole discretion, reserves the
unrestricted right, without further documentation or agreement on the part of
the Subscriber, to reject or limit any subscription, to accept subscriptions for
fractional shares of Common Stock and to close the Offering to the Subscriber at
any time and that the Company will issue stop transfer instructions to its
transfer agent with respect to such Common Stock.

     

    1.14 The
Subscriber hereby represents that the address of the Subscriber furnished by
Subscriber on the signature page hereof is the Subscriber’s principal residence
if Subscriber is an individual or its principal business address if it is a
corporation or other entity.

     

    1.15 The
Subscriber represents that the Subscriber has full right, power and authority
(corporate, statutory and otherwise) to execute and deliver this Agreement and
to purchase the Units.  This Agreement constitutes the legal, valid
and binding obligation of the Subscriber, enforceable against the Subscriber in
accordance with its terms.

     

    1.16 If the
Subscriber is a corporation, partnership, limited liability company, trust,
employee benefit plan, individual retirement account, Keogh Plan, or other
tax-exempt entity, it is authorized and qualified to invest in the Company and
the person signing this Agreement on behalf of such entity has been duly
authorized by such entity to do so.

     

    1.17 The
Subscriber acknowledges that at such time, if ever, as the Common Stock and the
Warrant Shares are “registered” (as such term is defined in Article V hereof),
sales of the Common Stock and Warrant Shares will be subject to state securities
laws.

     

    1.18 (a)           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.

     

    (b) The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law; provided, that the Company may
use the name of the Subscriber for any offering or in any registration statement
filed pursuant to Article V in which
the Subscriber’s Common Stock is included.

     

    1.19 The
Subscriber understands that the Securities are being offered and sold in
reliance on specific exemptions from the registration requirements of federal
and state securities laws and that the Company and the principals and
controlling persons thereof are relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments, and understandings set
forth herein in order to determine the applicability of such exemptions and the
undersigned’s suitability to acquire Units.

     

    1.20 The
Subscriber agrees to hold the Company and its directors, officers, employees,
affiliates, controlling persons and agents and their respective heirs,
representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of (a) any sale
or distribution of the Common Stock, Warrant Shares, or Warrants by the
Subscriber in violation of the Securities Act or any applicable state securities
or “blue sky” laws; or (b) any false representation or warranty or any breach or
failure by the Subscriber to comply with any covenant made by the Subscriber in
this Agreement or any other document furnished by the Subscriber to any of the
foregoing in connection with this transaction.

     

    
      	
              II.  

            	
              REPRESENTATIONS BY AND
      COVENANTS OF THE COMPANY

            


    

     

    The
Company hereby represents and warrants to the Subscriber that:

     

    2.1 The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full corporate power and
authority to conduct its business.  The Company is not in violation of
any of the provisions of its Articles of Incorporation, by-laws or other
organizational or charter documents including, but not limited to, all documents
setting forth and/or establishing the terms, rights, conditions and/or
limitations of any of the Company’s stock (the “Internal
Documents”).  The Company is duly qualified to conduct business
and is in good standing as a foreign limited liability company in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, would not result in a direct
and/or indirect (i) material adverse effect on the legality, validity or
enforceability of any of the Securities and/or this Subscription Agreement, (ii)
material adverse effect on the results of operations, assets, business or
financial condition of the Company, or (iii) material adverse effect on the
Company’s ability to perform in any material respect on a timely basis its
obligations under the Offering Materials (any of (i), (ii) or (iii), a “Material
Adverse Effect”).

     

    2.2 The
Company has all corporate right, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby as well as all
Reverse Transaction documents.  All corporate action on the part of
the Company, its directors and stockholders necessary for the (i) authorization
execution, delivery and performance of this Agreement by the Company as well as
all Reverse Transaction documents; and (ii) authorization, sale, issuance and
delivery of the Common Stock, Warrant Shares and Warrants contemplated hereby
and the performance of the Company’s obligations hereunder has been
taken.  This Agreement as well as all Reverse Transaction documents
has been duly executed and delivered by the Company and constitutes a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy.  The Common Stock and Warrant Shares,
when issued and fully paid for in accordance with the terms of this Agreement,
will be validly issued, fully paid and nonassessable.  The issuance
and sale of the Common Stock and Warrant Shares contemplated hereby will not
give rise to any preemptive rights or rights of first refusal on behalf of any
person which have not been waived in connection with this offering.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    2.3 The
execution, delivery and performance of the Offering Materials as well as all
Reverse Transaction documents by the Company, and the consummation by the
Company of the transactions contemplated hereby and thereby, do not and will not
(i) conflict with or violate any provision of the Company’s Internal Documents,
(ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any material agreement, credit facility, debt
or other instrument (evidencing a Company debt or otherwise), or other
understanding to which the Company is a party or by which any property or asset
of the Company is bound or affected, or (iii) result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected.

     

    2.4 The
Company is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court or
other federal, state, local or other governmental authority or other individual
or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind (a “Person”)
in connection with the execution, delivery and performance by the Company of the
Offering Materials and the Reverse Transaction documents, other than the filing
with the SEC of a Form D and filing other applicable documents for purposes of
state securities laws.

     

    2.5 The
Company possesses all licenses, certificates, authorizations and permits issued
by the appropriate federal, state, local or foreign regulatory authorities
necessary to conduct their respective businesses, except where the failure to
possess such permits would not have or reasonably be expected to result in a
Material Adverse Effect (“Material
Permits”), and it believes it can obtain, without undue burden or
expense, any similar authority for the conduct of its business as planned to be
conducted, and the Company has not received any notice of proceedings relating
to the revocation or modification of any Material Permit.

     

    2.6 The
Company owns its property and assets free and clear of all mortgages, liens,
loans, pledges, security interests, claims, equitable interests, charges, and
encumbrances, except such encumbrances and liens which arise in the ordinary
course of business and do not materially impair the Company’s ownership or use
of such property or assets.  With respect to the property and assets
it leases, the Company is in compliance in all material respects with such
leases and, to its knowledge, holds a valid leasehold interest free of any
liens, claims, or encumbrances.

     

    2.7 The
Company owns, or possesses adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct its respective
businesses as now and as disclosed to be conducted.  The Company does
not have any knowledge of any infringement by the Company of trademarks, trade
name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, trade secrets or other similar
rights of others, or of any such development of similar or identical trade
secrets or technical information by others and no claim, action or proceeding
has been made or brought against, or to the Company's knowledge, has been
threatened against, the Company regarding trademarks, trade name rights,
patents, patent rights, inventions, copyrights, licenses, service names, service
marks, service mark registrations, trade secrets or other infringement, except
where such infringement, claim, action or proceeding would not reasonably be
expected to have either individually or in the aggregate a Material Adverse
Effect. The Company is not aware that any of its employees, officers, or
consultants are obligated under any contract (including licenses, covenants, or
commitments of any nature) or other agreement, or subject to any judgment,
decree, or order of any court or administrative agency, that would interfere
with the use of such employee’s, officer’s, or consultant’s commercially
reasonable efforts to promote the interests of the Company or that would
conflict with the Company’s business as conducted.  Neither the
execution nor delivery of the Offering Materials, nor the carrying on of the
Company’s business by the employees of the Company, as is presently conducted,
nor the conduct of the Company’s business, will, to the Company’s knowledge,
conflict with or result in a breach of the terms, conditions, or provisions of,
or constitute a default under, any contract, covenant, or instrument under which
any of such employees, officers or consultants are now obligated.

     

    2.8 The
Company has made or filed all federal and state income and all other tax
returns, reports and declarations required by any jurisdiction to which it is
subject, except when the failure to do so would not have a Material Adverse
Effect, and has paid all taxes and other governmental assessments and charges
that are material in amount, shown or determined to be due on such returns,
reports and declarations otherwise due and payable, except those being contested
in good faith and has set aside on its books reserves in accordance with GAAP
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Company know of no basis for any such
claim. The Company has not executed a waiver with respect to the statute of
limitations relating to the assessment or collection of any foreign, federal,
statute or local tax.  To the Company’s knowledge, none of the
Company’s tax returns is presently being audited by any taxing
authority.  To the Company’s knowledge, (i) none of the tax returns of
the Company are being audited by the Internal Revenue Service and (ii) the
Company will not have a material tax obligation under any federal or state tax
return to be filed.

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    2.9 There is
no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, currently threatened against or
affecting the Company, or any of its respective properties before or by any
court, arbitrator, governmental or administrative agency and/or regulatory
authority (federal, state, county, local or foreign), (collectively, an “Action”)
which does and/or could (i) adversely affect or challenge the legality,
validity or enforceability of any of the Offering Materials, the Reverse
Transaction documents and/or the Securities, if issued, or the consummation of
the transactions contemplated hereby or thereby or (ii) if there were an
unfavorable decision, have, either individually or in the aggregate, a Material
Adverse Effect.  The foregoing includes, without limitation, actions,
pending or threatened (or any basis therefor known to the Company), involving
the prior employment of any of the Company’s employees, their use in connection
with the Company’s business of any information or techniques allegedly
proprietary to any of their former employers, or their obligations under any
agreements with prior employers.  The Company is not a party or
subject to the provisions of any order, writ, injunction, judgment, or decree of
any court or government agency or instrumentality.

     

    2.10 The
Company is not required to pay any brokerage or finder’s fees or commissions to
any person including, but not limited to, any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person
with respect to the Offering contemplated by this Agreement, other than the
Placement Agent.

     

    2.11 Neither
the Company, nor any of their affiliates nor any person acting on their behalf,
has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D under the Securities Act) in connection with
the offer or sale of any of the Securities.

     

    2.12 Neither
the Company, nor any of their affiliates nor any person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would require
registration of any of the Securities under the Securities Act or cause the
Offering to be integrated with prior offerings by the Company for purposes of
the Securities Act or any applicable stockholder approval provisions, including
without limitation, under the rules and regulations of any exchange or automated
quotation system on which any of the securities of the Company are listed or
designated. Neither the Company, nor their affiliates nor any person acting on
their behalf will take any action or steps referred to in the preceding sentence
that would require registration of any of the Securities under the Securities
Act or cause the Offering to be integrated with other offerings.

     

    2.13 If the
Offering is conducted in accordance with the Offering Materials, neither the
sale of the Units by the Company hereunder nor its use of the proceeds thereof
will violate any applicable provisions of the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto as a result of Company actions.
Without limiting the foregoing, the Company (a) is not a person whose property
or interests in property are blocked pursuant to Section 1 of Executive Order
13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
(2001)) or (b) does not engage in any dealings or transactions, or is not
otherwise associated, with any such person. The Company is in compliance with
all applicable provisions of the USA Patriot Act of 2001 (signed into law
October 26, 2001).

     

    2.14                      Pubco
is current on all of its SEC filings and neither Pubco nor Waste2Energy have any
reason to believe the Common Stock will not continue to be eligible for
quotation on the OTC Bulletin Board.

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	
              III.  

            	
              TERMS OF
      SUBSCRIPTION

            


    

     

    3.1 Pending
the sale of the Units, or termination of the Offering, all funds paid hereunder
shall be deposited in a non-interest bearing escrow account with Signature Bank
as escrow agent.

     

    3.2 Certificates
(the “Certificates”)
representing the Common Stock and Warrants purchased by the Subscriber pursuant
to this Agreement will be prepared and delivered to the Subscriber at each
closing of the Offering at which such purchase takes place. The Subscriber
hereby authorizes and directs the Company to deliver the Certificates directly
to any of the Subscriber’s residential or business addresses indicated on the
signature page hereto.

     

    3.3 Upon
issuance of the Certificates, the Certificates shall be sent directly to Charles
Vista at the address contained in Section 6.1
hereof.  Charles Vista shall thereafter immediately send the
Certificates to its clearing firm.  Charles Vista shall not hold such
Certificates.

    


    
      	
              IV.  

            	
              CONDITIONS TO
      OBLIGATIONS OF THE
SUBSCRIBERS

            


    

     

    4.1 The
Subscriber’s obligation to purchase the Units at the Closing at which such
purchase is to be consummated is subject to the fulfillment on or prior to such
Closing of the following conditions, which conditions may be waived at the
option of each Subscriber to the extent permitted by law:

     

    (a) Covenants.  All
covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the date of such Closing shall have been performed
or complied with in all material respects.

     

    (b) No Legal Order
Pending.  There shall not then be in effect any legal or other
order enjoining or restraining the transactions contemplated by this
Agreement.

     

    (c) No Law Prohibiting or
Restricting Such Sale.  There
shall not be in effect any law, rule or regulation prohibiting or restricting
such sale or requiring any consent or approval of any person, which shall not
have been obtained, to issue the Common Stock or the Warrants (except as
otherwise provided in this Agreement).

    


    
      	
              V.  

            	
              REGISTRATION
      RIGHTS

            


    

     

    5.1 Definitions.  As
used in this Agreement, the following terms shall have the following
meanings.

     

    (a) The term
“Holder”
shall mean any person owning or having the right to acquire Registrable
Securities (as defined below) or any permitted transferee of a
Holder.

     

    (b) The terms
“register,” “registered” and “registration” refer to a registration effected by
preparing and filing a registration statement or similar document in compliance
with the Securities Act, and the declaration or order of effectiveness of such
registration statement or document.

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    (c) The term
“Registrable
Securities” shall mean: (i) the Common Stock, and (ii) the Warrant
Shares, provided, however, that
securities shall only be treated as Registrable Securities if and only for so
long as they (A) have not been disposed of pursuant to a registration statement
declared effective by the SEC; (B) have not been sold in a transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
so that all transfer restrictions and restrictive legends with respect thereto
are removed upon the consummation of such sale; (C) are held by a Holder or a
permitted transferee of a Holder pursuant to Section 5.8; and (D)
may not be disposed of under Rule 144 under the Securities Act without
restriction.

    


    (d)           The
term “SEC
Guidance” means (i) any publicly-available written or oral guidance,
requirements or notice of the staff of the SEC, and (ii) the Securities
Act.

    


    (e)           The
term “Rule
415” means Rule 415 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the SEC having substantially the
same purpose and effect as such Rule.

    


    5.2 Shelf
Registration.  The Company will use its commercially best
efforts to file a registration statement (the “Registration
Statement”), within the later of (a) fifty (50) days after the initial
closing of the Offering, and (b) ten (10) days after the Offering is completed
or otherwise terminated (the “Filing
Date”), covering the resale of all or such portion of the Registrable
Securities as permitted by SEC Guidance, for an offering to be made on a
continuous basis pursuant to Rule 415.  The Registration Statement
shall also include other equity securities of the Company as the Company and
Charles Vista may mutually agree. The Registration Statement filed pursuant
to this Section
5.2 shall be on Form S-1, except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-1, in which case such
registration shall be on another appropriate form. If the Company does not file
a Registration Statement in accordance with this Section 5.2 by the
Filing Date, then, in addition to any other rights the Subscriber may have
hereunder or under applicable law, on the business day following the Filing
Date and on each monthly anniversary of the business day following the Filing
Date (if no registration statement shall have been filed by the Company in
accordance with this Section 5.2 by such
date), the Company shall pay to the Subscriber an amount in cash, as partial
liquidated damages and not as a penalty, equal to 1.5% per month (pro-rata for
partial months) based upon the such Subscriber’s gross purchase price of Units
(calculated on a daily basis) paid under this Agreement until the Registration
Statement is filed.  If the Registration Statement is not declared
effective and cannot be used by selling shareholders to sell shares of Common
Stock included therein by the date 150 days following the Filing Date (or 150
days from the date the Registration Statement is filed if the Registration
Statement is filed prior to the Filing Date), then the Company shall pay each
investor a fee of 1.5% per month (pro-rata for partial months), based upon such
Subscriber’s gross purchase price of Units (calculated daily) until the
Registration Statement can be used again, or is declared effective by the SEC,
as the case may be.  Notwithstanding the foregoing, there shall be no
penalties due with respect to any shares of Common Stock which cannot be
registered for resale based upon the SEC’s application of Rule 415; provided, however, that
notwithstanding anything to the contrary provided herein or elsewhere, the
Company shall, no later than six (6) months following the effective date of the
Registration Statement (or such other time period as then deemed appropriate by
the SEC), file a new resale registration statement to cover the resale of any
shares of common stock not included in the Registration Statement because of the
SEC’s application of Rule 415 and the same provisions set forth herein
relating to the Registration Statement shall apply to the provisions of the new
resale registration statement.

     

    5.3 Registration
Procedures.  Whenever required under this Article V to include
Registrable Securities in a Company registration statement, the Company shall,
as expeditiously as reasonably possible:

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    (a) Use its
commercially best efforts to (i) cause such registration statement to become
effective, and (ii) cause such registration statement to remain effective until
the earliest to occur of (A) such date as the sellers of Registrable Securities
(the “Selling
Holders”) have completed the distribution described in the registration
statement and (B) such time that all of such Registrable Securities are no
longer, by reason of Rule 144 under the Securities Act, required to be
registered for the sale thereof by such Holders.  The Company will
also use its commercially best efforts to, during the period that such
registration statement is required to be maintained hereunder, file such
post-effective amendments and supplements thereto as may be required by the
Securities Act and the rules and regulations thereunder or otherwise to ensure
that the registration statement does not contain any untrue statement of
material fact or omit to state a fact required to be stated therein or necessary
to make the statements contained therein, in light of the circumstances under
which they are made, not misleading; provided, however, that if applicable rules
under the Securities Act governing the obligation to file a post-effective
amendment permits, in lieu of filing a post-effective amendment that (i)
includes any prospectus required by Section 10(a)(3) of the Securities Act or
(ii) reflects facts or events representing a material or fundamental change in
the information set forth in the registration statement, the Company may
incorporate by reference information required to be included in (i) and (ii)
above to the extent such information is contained in periodic reports filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”) in the registration statement.

     

    (b) Prepare
and file with the SEC such amendments and supplements to such registration
statement, and the prospectus used in connection with such registration
statement, as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement.

     

    (c) Furnish
to the Selling Holders and Charles Vista such numbers of copies of a prospectus,
including a preliminary prospectus as amended or supplemented from time to time,
in conformity with the requirements of the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them.

     

    (d) Use
commercially best efforts to register and qualify the securities covered by such
registration statement under such other federal or state securities laws of such
jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, unless the Company is already subject to
service in such jurisdiction and except as may be required by the Securities
Act.

     

    (e) In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering.  Each Selling Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    (f) Notify
each Holder of Registrable Securities covered by such registration statement and
Charles Vista, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, (i) when the registration statement or any
post-effective amendment and supplement thereto has become effective; (ii) of
the issuance by the SEC of any stop order or the initiation of proceedings for
that purpose (in which event the Company shall make every effort to obtain the
withdrawal of any order suspending effectiveness of the registration statement
at the earliest possible time or prevent the entry thereof); (iii) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and (iv) of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing.

     

    (g) Cause all
such Registrable Securities registered hereunder to be listed on each securities
exchange or quotation service on which similar securities issued by the Company
are then listed or quoted.

     

    (h) Provide a
transfer agent for all Registrable Securities registered pursuant hereunder and
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration.

     

    (i) Cooperate
with the Selling Holders and the managing underwriters, if any, to facilitate
the timely preparation and delivery of certificates representing the Registrable
Securities to be sold, which certificates will not bear any restrictive legends;
and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters, if any, shall request at
least two business days prior to any sale of the Registrable Securities to the
underwriters.

     

    (j) Comply
with all applicable rules and regulations of the SEC.

     

    (k) If the
offering is underwritten and at the request of any Selling Holder, use its best
reasonable efforts to furnish on the date that Registrable Securities are
delivered to the underwriters for sale pursuant to such registration: (i)
opinions dated such date of counsel representing the Company for the purposes of
such registration, addressed to the underwriters and the transfer agent for the
Registrable Securities so delivered, respectively, to the effect that such
registration statement has become effective under the Securities Act and such
Registrable Securities are freely tradable, and covering such other matters as
are customarily covered in opinions of issuer’s counsel delivered to
underwriters and transfer agents in underwritten public offerings and (ii) a
letter dated such date from the independent public accountants who have
certified the financial statements of the Company included in the registration
statement or the prospectus, covering such matters as are customarily covered in
accountants’ letters delivered to underwriters in underwritten public
offerings.

     

    5.4 Furnish
Information.  It shall be a condition precedent to the
obligation of the Company to take any action pursuant to this Article V with
respect to the Registrable Securities of any Selling Holder that such Holder
shall furnish to the Company such information regarding the Holder, the
Registrable Securities held by the Holder, and the intended method of
disposition of such securities as shall be reasonably required by the Company to
effect the registration of such Holder’s Registrable Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    5.5 Registration
Expenses.  The Company shall bear and pay all registration
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to registration pursuant to Section 5.2 hereof
for each Holder, but excluding (i) legal expenses of the Holders and (ii)
underwriting discounts and commissions relating to Registrable
Securities.

     

    5.6 Delay of
Registration.  No Holder shall have any right to obtain or seek
an injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Article
V.

     

    5.7 Indemnification.  In
the event that any Registrable Securities are included in a registration
statement under this Article
V:

     

    (a) To the
extent permitted by law, the Company will indemnify and hold harmless each
Holder, any underwriter (as defined in the Securities Act) for such Holder and
each person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become subject under the
Securities Act or the Exchange Act, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a “Violation”):  (i)
any untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading, or (iii) any violation by the Company of the
Securities Act, the Exchange Act, or any rule or regulation promulgated under
the Securities Act or the Exchange Act, and the Company will pay to each such
Holder, underwriter or controlling person, as incurred, any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 5.7(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
underwriter or controlling person.

     

    (b) To the
extent permitted by law, each Selling Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers, each person, if any,
who controls the Company within the meaning of the Securities Act, any
underwriter, any other Holder selling securities in such registration statement
and any controlling person of any such underwriter or other Holder, against any
losses, claims, damages, or liabilities (joint or several) to which any of the
foregoing persons may become subject, under the Securities Act, or the Exchange
Act, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this Section 5.7(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the
indemnity agreement contained in this Section 5.7(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; provided, further, that, in no
event shall any indemnity under this Section 5.7(b) exceed
the lesser of the cash value of the (i) net proceeds from the Offering received
by such Holder or (ii) such Holder’s investment pursuant to this Agreement as
set forth on the signature page attached hereto.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    (c) Promptly
after receipt by an indemnified party under this Section 5.7 of notice
of the commencement of any action (including any governmental action), such
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 5.7, deliver
to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly notified, to assume the defense thereof with counsel selected by the
indemnifying party and approved by the indemnified party (whose approval shall
not be unreasonably withheld); provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding.  The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section 5.7, but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section
5.7.

     

    (d) If the
indemnification provided for in this Section 5.7 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations.  The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the alleged
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    (e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in an underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in such underwriting agreement shall
control.

     

    (f) The
obligations of the Company and Holders under this Section 5.7 shall
survive the completion of the Offering.

     

    5.8 Permitted
Transferees.  The rights to cause the Company to register
Registrable Securities granted to the Holders by the Company under this Article V may be
assigned in full by a Holder in connection with a transfer by such Holder of its
Registrable Securities, to (a) any partner or retired partner of a Holder that
is a partnership, or (b) any family member or trust for the benefit of any
individual Holder, provided that (i) such Holder gives prior written notice to
the Company; (ii) such transferee agrees to comply with the terms and provisions
of this Agreement;  (iii) such transfer is otherwise in
compliance with this Agreement; and (iv) such transfer is otherwise
effected in accordance with applicable securities laws.  Except as
specifically permitted by this Section 5.8, the
rights of a Holder with respect to Registrable Securities as set out herein
shall not be transferable to any other person, and any attempted transfer shall
cause all rights of such Holder therein to be forfeited.

     

    
      	
              VI.  

            	
              MISCELLANEOUS

            


    

     

    6.1 Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested, or
delivered by hand against written receipt therefor, addressed as
follows:

     

    If to the
Company:

    Waste2Energy,
Inc.

    1185
Avenue of the Americas, 20th
Floor

    New York,
NY 10036

    Attn:  Christopher
d’Arnaud-Taylor, CEO

    


    With a
copy to:

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
 

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New York,
NY 10006

    Attn:  Thomas
A. Rose, Esq.

    


    If to the
Placement Agent:

    .

     

    Notices
shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or
delivered when received.

     

    6.2 Except as
otherwise provided herein, this Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and this
Agreement may not be discharged except by performance in accordance with its
terms or by a writing signed by the party to be charged.

     

    6.3 Subject
to the provisions of Section 5.8, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective heirs, legal representatives, successors 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.

     

    6.4 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, however, to the right hereby reserved by the
Company to enter into the same agreements with other subscribers and to add
and/or delete other persons as subscribers.

     

    6.5 This
Subscription Agreement and all issues arising out of the Offering will be
governed by and construed solely and exclusively under and pursuant to the laws
of the State of New York as applied to agreements among New York
residents entered into and to be performed entirely within
New York.  Each of the parties hereto expressly and irrevocably
(1) agrees that any legal suit, action or proceeding arising out of or relating
to this Agreement will be instituted exclusively in New York State Supreme
Court, County of New York, or in the United States District Court for the
Southern District of New York, (2) waives any objection which Company
may have now or hereafter to the venue of any such suit, action or proceeding,
and (3)  consents to the jurisdiction of either the New York State
Supreme Court, County of New York, or the United States District Court for
the Southern District of New York in any such suit, action or
proceeding.  Each of the parties hereto further agrees to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in the New York State Supreme Court, County of
New York, or in the United States District Court for the Southern District
of New York and agree that service of process upon it mailed by certified
mail to its address will be deemed in every respect effective service of process
upon it, in any such suit, action or proceeding.  THE PARTIES HERETO
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT
OR AGREEMENT CONTEMPLATED HEREBY.  THE PARTY PREVAILING THEREIN SHALL
BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE
COUNSEL FEES AND DISBURSEMENTS.

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    6.6 In order
to discourage frivolous claims the parties agree that unless a claimant in any
proceeding arising out of this Agreement succeeds in establishing his claim and
recovering a judgment against another party (regardless of whether such claimant
succeeds against one of the other parties to the action), then the other party
shall be entitled to recover from such claimant all of its/their reasonable
legal costs and expenses relating to such proceeding and/or incurred in
preparation therefor.

     

    6.7 The
holding of any provision of this Agreement to be invalid or unenforceable by a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.  If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions shall be deemed dependent upon any other covenant
or provision unless so expressed herein.

     

    6.8 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.

     

    6.9 All of
the representations and warranties contained in this Subscription Agreement
shall survive execution and delivery of this Subscription Agreement and the
undersigned’s investment in the Company.

     

    6.10 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.

     

    6.11 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.

    


    6.12 Nothing
in this Agreement shall create or be deemed to create any rights in any person
or entity not a party to this Agreement.

     

     

    (Signature
Pages to Follow)

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

     

    IN WITNESS WHEREOF, the
undersigned have executed this Subscription Agreement as of
_____________________, 2009.

     

     

     

     

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

    


    SUBSCRIPTION
AGREEMENT COUNTERPART SIGNATURE PAGE

    [COMPANY
OR TRUST]

    


    The
undersigned hereby represents, warrants and covenants that the undersigned is
duly authorized by the prospective investor to take all requisite action on the
part of the prospective investor listed below to enter into this Agreement and,
further, that the prospective investor has all requisite authority to enter into
such Agreement.

     

    The
undersigned represents and warrants that each of the above representations,
agreements or understandings set forth herein applies to the prospective
investor and that the undersigned has authority under the charter, by-laws,
corporate resolutions or trust agreement of such prospective investor to execute
this Agreement.

     

    


     

    
      	
              Name
      of Company (Please type or print)

            


    

     

    
      	
              By:

            	 


    

     

     

    
      	
              Name:

            	 


    

     

     

    
      	
              Title:

            	 


    

     

    


     

    Number of
Units                                                                        Amount
of (check one)

    ___ check enclosed or __ wire
transfer:

    Subscribed
for:
   ___________________                                $   ____________________________                                        

    


     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

     

    SUBSCRIPTION
AGREEMENT COUNTERPART SIGNATURE PAGE

    [PARTNERSHIP]

    


    If the
prospective investor is a PARTNERSHIP, complete the following and enclose a true
copy of the Partnership Agreement of the prospective investor:

     

    The
undersigned hereby represents, warrants and covenants that the undersigned is a
general partner of the prospective investor named below, is duly authorized by
the prospective investor to enter into this Agreement, and that the prospective
investor has all requisite authority to enter into this Agreement and set forth
below are the names of all Partners of the prospective investor.

     

    The
undersigned represents and warrants that each of the above representations,
agreements or undertakings set forth herein applies to the prospective investor
and that the undersigned is authorized by such prospective investor to execute
this Agreement.

     

    


    
      	
              Name
      of Partnership (Please type or
print)

            


    

     

    
      	
              By:

            	 


    

     

     

    
      	
              Name:

            	 


    

     

     

    
      	
              Title:

            	 


    

     

    


     

    
      	Names of
      Partners: 	 	Signature:
	 	 	 
	_______________________________________	 	_______________________________________
	 	 	 
	_______________________________________	 	_______________________________________
	 	 	 
	_______________________________________	 	_______________________________________
	 	 	 
	_______________________________________	 	_______________________________________
	 	 	 
	_______________________________________	 	_______________________________________


    

     

     

    (Add
additional sheets if necessary)

     

    


    Number of
Units                                                                       
Amount of (check one)

    ___ check enclosed or __ wire
transfer:

    Subscribed
for:
___________________                                  
$   

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

     

     

                                            

    SUBSCRIPTION
AGREEMENT COUNTERPART SIGNATURE PAGE

    [INDIVIDUAL]

    


    If the
prospective investor is an individual, please execute this Agreement
below.

     

    


    
      	
              Name
      of individual (Please type or
print)

            


    

     

    
      	
              By:_______________________________________

            	 


    

     

     

    
      	
              Name:_______________________________________

            	 


    

     

     

    
      	
               
      

            	
              And
      (if applicable)

            


    

     

     

    
      	
              By:
      _______________________________________

            	 


    

     

     

    
      	
              Name:
      _______________________________________

            	 


    

     

    


    HOW UNITS
WILL BE HELD:

    Individually                      ______

    JTWROS                        ______

    TBTE                             ______

    


    


    


    Number of
Units                                                                       Amount
of (check one)

    ___ check enclosed or __ wire
transfer:

    Subscribed
for:
_____________________                               $                                           

    


    


    


    


    *If
investment is taken in joint names, both must sign.

     

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
 

    [ACCEPTANCE
PAGE FOR SUBSCRIPTION AGREEMENT]

    


    Agreed to
and accepted as of ____________________, 2009.

     

    
      
        	 	

                WASTE2ENERGY,
      INC.2

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

     

    
      	
               
      

            	
               

            


    

     

    


     

    


    

      

    

      
      2 The
Offering is for the securities of Pubco. Simultaneously with the initial closing
of the Minimum Amount, Pubco will effectuate the Reverse Transaction with
Waste2Energy, all as described in the Memorandum.

    

     

     

     

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

     

    CERTIFICATE
OF SIGNATORY

    


    (To be
completed if Units are

    being
subscribed for by an entity)

    


    


    I,
____________________________, am the ____________________________ of
__________________________________________ (the “Entity”).

    


    I certify
that I am empowered and duly authorized by the Entity to execute and carry out
the terms of the Subscription Agreement and to purchase and hold the Units, and
certify further that the Subscription Agreement has been duly and validly
executed on behalf of the Entity and constitutes a legal and binding obligation
of the Entity.

    


    IN
WITNESS WHEREOF, I have set my hand this ________ day of _________________,
2009

    


    


    _______________________________________

    (Signature)

    
 

     

     

     

     

    22